Common use of PATENT PROSECUTION AND LITIGATION Clause in Contracts

PATENT PROSECUTION AND LITIGATION. 7.1 TEMPLE, in consultation with COMPANY but in TEMPLE's sole discretion, shall diligently prosecute all patent applications and maintain all patents within PATENT RIGHTS, to the extent permitted by law, in all countries designated in writing by COMPANY during the term of this Agreement. Except as provided in paragraph 7.3, COMPANY shall be responsible for all costs and expenses incurred by TEMPLE, both prior to and during the term of this Agreement, in the preparation, filing and prosecution of all patent applications within PATENT RIGHTS, and in the maintenance of all patents within PATENT RIGHTS. Such costs and expenses shall not be creditable against any other payments due to TEMPLE under this Agreement. 7.2 COMPANY shall make all payments due to TEMPLE pursuant to Paragraph 7.1 within thirty (30) days of receipt of detailed invoices therefore supported by copies of the subject receipts and invoices or such other supporting documentation as COMPANY may reasonably request. TEMPLE, in its sole discretion, may elect to have its patent counsel submit such invoices directly to COMPANY, in which case COMPANY shall pay TEMPLE's patent counsel directly. 7.3 In the event COMPANY notifies TEMPLE in writing that it will stop paying the costs and expenses with respect to any patent application or patent in any country, TEMPLE, at its option, may assume the obligation of supporting such patent application or patent in such country, and COMPANY's rights and obligations thereto under this Agreement shall terminate in such country. Termination of COMPANY's rights and obligations with respect to any patent application or patent in any country shall in no way affect the rights and obligations of COMPANY to the same patent application or patent in any other country. 7.4 TEMPLE may file patent applications in countries other than those designated by COMPANY provided, however that TEMPLE shall notify COMPANY in writing of any such filing within thirty (30) days of the filing date. If within thirty (30) days of its receipt of such notification COMPANY fails to inform TEMPLE in writing that it wishes to support such applications in such countries, TEMPLE shall bear all the costs associated with such additional patent application filings, and such applications in such countries and any patents granting therefrom shall not be included within PATENT RIGHTS. TEMPLE shall then be free to license such patents and patent applications in such countries to others. 7.5 COMPANY, at its option, may defend any claim, made by others, of patent infringement resulting from the manufacture, use, sale or other disposition of LICENSED PRODUCT, whether such claim shall be made against TEMPLE or COMPANY, and if COMPANY defends such claim, COMPANY shall bear all costs and expenses, including reasonable attorneys' fees, incurred in connection with any such claim. These costs and expenses will be a credit against fifty percent (50%) of royalty payments due to TEMPLE on account of NET SALES of said LICENSED PRODUCT, pursuant to Paragraph 4.1, in each year during the term of this Agreement until fully offset. Each party to this Agreement agrees that it shall notify the other party in writing in the event any claim of infringement is made against that party. 7.6 In the event either party becomes aware of any actual or threatened infringement of PATENT RIGHTS in any country, that party shall promptly notify the other party in writing. COMPANY shall have the first right to bring an infringement action against the infringer and to use TEMPLE's name if legally required in connection therewith. If COMPANY does not proceed with a particular patent infringement action or attempt to sublicense the infringer within ninety (90) days of notification, TEMPLE, after notifying COMPANY in writing, shall be entitled to proceed against such infringement at its own expense, through counsel of its choice. The party conducting such suit shall have full control over its conduct. In any event, TEMPLE and COMPANY shall assist one another and cooperate in any such litigation. TEMPLE and COMPANY may also jointly participate in any infringement action if both parties agree to do so in writing in advance, and set forth the basis for sharing of expenses. 7.7 The amount of any recovery resulting from any litigation to enforce the PATENT RIGHTS or settlement thereof ("Recovery") shall first satisfy the attorney's fees and costs incurred by the enforcing party in such litigation ("Fees and Costs") provided, however, that if COMPANY is the enforcing party and a royalty reduction was applied pursuant to Paragraph 7.5 ("Royalty Reduction"), then TEMPLE shall receive from the Recovery an amount calculated by dividing the Royalty Reduction by the Fees and Costs and multiplying the result by the Recovery. Any Recovery in excess of Fees and Costs shall first satisfy royalty payments due to TEMPLE, with any remaining balance to the enforcing party. Each party shall always have the right to be represented by counsel of its choice and at its own expense in any suit instituted by another for infringement. If the parties have agreed to participate jointly in an infringement action, any recovery in excess of satisfying the parties' attorney fees, costs of the litigation and payment of the royalty due to TEMPLE on account of the infringement, shall be allocated to the parties in the same proportion as the sharing of the litigation expenses.

PATENT PROSECUTION AND LITIGATION. 7.1 7.1. TEMPLE, in consultation with COMPANY but in TEMPLE's ’s sole discretion, shall diligently prosecute all patent applications and maintain all patents within PATENT RIGHTS, to the extent permitted by law, in all countries designated in writing by COMPANY during the term of this License Agreement. Except as provided in paragraph 7.3Paragraph 7.5, COMPANY ** shall be responsible for all ** costs and expenses incurred by TEMPLE, both prior to and TEMPLE during the term of this License Agreement, in the preparation, filing and prosecution of all patent applications within PATENT RIGHTSapplications, and in the maintenance of all patents within PATENT RIGHTS. Such costs and expenses shall not be creditable against any other payments due to TEMPLE under this License Agreement. 7.2 7.2. In consulting with COMPANY on patent prosecution pursuant to paragraph 7.1, TEMPLE shall timely provide COMPANY with copies of all Office Actions and provide copies of all Office Action responses, where reasonably practicable sufficiently in advance of the filing of such responses to reasonably allow COMPANY to comment. TEMPLE shall incorporate all reasonable comments by COMPANY in such responses or shall supplement responses to incorporate such reasonable comments. 7.3. If TEMPLE declines to file or maintain a patent application or an issued patent included within PATENT RIGHTS, COMPANY shall have the option, at its expense, of continuing to prosecute any such patent application, filing such patent application or keeping such issued patent in force, as applicable. However, should COMPANY exercise such option, such exercise shall not be interpreted as an assignment to COMPANY, and TEMPLE shall have the option to take control of such prosecution, filing or keeping in force. Such reassertion of control by TEMPLE shall be complied with by COMPANY as soon as is reasonably practicable and without prejudice to such patent application or issued patent. 7.4. COMPANY shall make all payments due to TEMPLE pursuant to Paragraph 7.1 within thirty (30) days ** of receipt of a detailed invoices therefore supported by copies of the subject receipts and invoices or such other supporting documentation as COMPANY may reasonably requestinvoice therefor. TEMPLE, in its sole discretion, may elect to have its patent counsel submit such invoices directly to COMPANY, in which case COMPANY shall pay TEMPLE's ’s patent counsel directly. 7.3 7.5. In the event that COMPANY notifies TEMPLE in writing that it will stop paying the costs and expenses with respect to any patent application or patent in any country, TEMPLE, at its option, may assume the obligation of supporting such patent application or patent in such country, and COMPANY's ’s rights and obligations thereto under this License Agreement shall terminate in such country. Termination of COMPANY's ’s rights and obligations with respect to any patent application or patent in any country shall in no way affect the rights and obligations of COMPANY to the same patent application or patent in any other country or to any other patent application or patent in any country. 7.4 7.6. TEMPLE may file patent applications in countries other than those designated by COMPANY provided, however that TEMPLE shall notify COMPANY in writing of any such filing within thirty (30) days ** of the filing date. If within thirty (30) days ** of its receipt of such notification COMPANY fails to inform TEMPLE in writing that it wishes to support such applications in such countries, TEMPLE shall bear all the costs associated with such additional patent application filings, and such applications in such countries and any patents granting therefrom shall not be included within PATENT RIGHTS. TEMPLE shall then be free to license such patents and patent applications in such countries to others. 7.5 7.7. COMPANY, at its option, may defend any claim, made by others, of patent infringement resulting from the manufacture, use, sale or other disposition of LICENSED PRODUCT, whether such claim shall be made against TEMPLE or COMPANY, and if COMPANY defends such claim, COMPANY shall bear all costs and expenses, including reasonable attorneys' ’ fees, incurred in connection with any such claim. These costs and expenses will be a credit against fifty percent (50%) ** of royalty payments due to TEMPLE on account of NET SALES of said LICENSED PRODUCT, pursuant to Paragraph 4.1Paragraphs 4.1 and 4.2, in each year during the term of this License Agreement until fully offset. Each party to this License Agreement agrees that it shall notify the other party in writing in the event any claim of infringement is made against that party. 7.6 7.8. In the event either party becomes aware of any actual or threatened infringement of PATENT RIGHTS in any country, that party shall promptly notify the other party in writing. COMPANY shall have the first right to bring an infringement action against the infringer and to use TEMPLE's ’s name if legally required in connection therewith. If COMPANY does not proceed with a particular patent infringement action or attempt to sublicense the infringer within ninety (90) days ** of notification, TEMPLE, after notifying COMPANY in writing, shall be entitled to proceed against such infringement at its own expense, through counsel of its choice. The party conducting such suit shall have full control over its conduct. In any event, TEMPLE and COMPANY shall assist one another and cooperate in any such litigation. TEMPLE and COMPANY may also jointly participate in any infringement action if both parties agree to do so in writing in advance, and set forth the basis for sharing of expenses. 7.7 7.9. The amount of any recovery resulting from any litigation to enforce the PATENT RIGHTS or settlement thereof ("“Recovery"”) shall first satisfy the attorney's fees and costs incurred by the enforcing party in such litigation ("Fees and Costs") provided, however, that if COMPANY is the enforcing party and a royalty reduction was applied pursuant to Paragraph 7.5 ("Royalty Reduction"), then TEMPLE shall receive from the Recovery an amount calculated by dividing the Royalty Reduction by the Fees and Costs and multiplying the result by the Recovery**. Any Recovery Recovery, in excess of Fees and Costs shall first satisfy royalty payments due to TEMPLE, with any remaining balance to the enforcing party**. Each party shall always have the right to be represented by counsel of its choice and at its own expense in any suit instituted by another for infringement. If the parties have agreed to participate jointly in an infringement action, any recovery in excess of satisfying the parties' ’ attorney fees, costs of the litigation and payment of the royalty royally due to TEMPLE on account of the infringement, shall be allocated to the parties in the same proportion as the sharing of the litigation expenses.

PATENT PROSECUTION AND LITIGATION. 7.1 TEMPLE, in 9.1. In consultation with COMPANY LICENSEE but in TEMPLE's sole discretion, TEMPLE shall diligently prosecute all patent applications and maintain all patents within PATENT RIGHTS, to the full extent permitted by law. LICENSEE may request replacement or additional legal representation to prosecute and maintain PATENT RIGHTS, and such firm shall be approved if both parties mutually agree to such new legal representation in writing. TEMPLE shall provide LICENSEE with (1) copies of patent documents plus (ii) full and complete copies of all countries designated office actions, correspondence and other documents relating to such prosecution for LICENSEE's review and comment. TEMPLE shall have the right to prosecute any patent application in writing by COMPANY during any country in which LICENSEE does not request TEMPLE to prosecute such patent application and to maintain any patent within PATENT RIGHTS in any country in which LICENSEE does not request TEMPLE to maintain such patent, and such patent application or patent in that country shall not be part of PATENT RIGHTS; provided that the term rights and obligations of this AgreementLICENSEE to the same patent application or patent in any other country or to any other patent application or patent in any country shall in no way be affected. Except as provided in paragraph 7.3Article 9.3, COMPANY LICENSEE shall be responsible for all out-of-pocket costs and expenses incurred by TEMPLEeither TEMPLE or LICENSEE, both prior to and during the term of this Agreement, in the preparation, filing and prosecution of all patent applications within PATENT RIGHTSapplications, and in the maintenance of all patents within PATENT RIGHTS. Such costs and expenses shall not be creditable against any other payments due to TEMPLE under this Agreement.. Temple University Exclusive License to STWA 7.2 COMPANY 9.2. LICENSEE shall make all payments due to TEMPLE pursuant to Paragraph 7.1 Article 9.1 within thirty (30) days of receipt of a detailed invoices therefore supported by copies of the subject receipts and invoices or such other supporting documentation as COMPANY may reasonably requestinvoice therefor. TEMPLE, in its sole discretion, may elect to have its patent counsel submit copies of such invoices directly to COMPANYLICENSEE, in which case COMPANY LICENSEE shall pay TEMPLE's TEMPLE within thirty (30) days of the invoice received from patent counsel directlycounsel. 7.3 In the event COMPANY notifies 9.3. LICENSEE may give TEMPLE in writing thirty (30) days' prior written notice that it will stop paying the costs and expenses with respect to any patent application or patent in any country, in which case TEMPLE, at its option, may assume the obligation of supporting such patent application or patent in such country, and COMPANYLICENSEE's rights and obligations thereto under this Agreement shall terminate in at the end of such countrythirty (30) day notice period. Termination of COMPANYLICENSEE's rights and obligations with respect to any patent application or patent in any country under the terms set forth in this Article 9.3 shall in no way affect the rights and obligations of COMPANY LICENSEE to the same patent application or patent in any other country or to any other patent application or patent in any country. 7.4 TEMPLE may file patent applications in countries other than those designated by COMPANY provided, however that TEMPLE shall notify COMPANY in writing of any such filing within thirty (30) days of the filing date9.4. If within thirty (30) days of its receipt of such notification COMPANY fails to inform TEMPLE in writing that it wishes to support such applications in such countries, TEMPLE shall bear all the costs associated with such additional patent application filings, and such applications in such countries and any patents granting therefrom shall not be included within PATENT RIGHTS. TEMPLE shall then be free to license such patents and patent applications in such countries to others. 7.5 COMPANYLICENSEE, at its option, may defend any claim, made by others, claim of patent infringement of PATENT RIGHTS resulting from the manufacture, use, sale or other disposition of LICENSED PRODUCT, whether such claim shall be made against TEMPLE or COMPANYLICENSEE, and if COMPANY defends in defending such claim, COMPANY LICENSEE shall bear all costs and expenses, including reasonable attorneys' fees, incurred in connection with any such claim. These Any such costs and expenses will shall be a credit credited against not more than fifty percent (50%) of royalty payments due to TEMPLE on account of NET SALES of said LICENSED PRODUCT, pursuant to Paragraph 4.1Article 5.1, in each year subsequent to initial receipt of notice of such claim and during the term of this Agreement until fully offset. Each party to this Agreement agrees that it shall notify the other party in writing in the event any claim of infringement is made against that party. LICENSEE shall have full control over the conduct of the defense of any such claim and TEMPLE shall provide LICENSEE with all reasonable assistance and cooperation, at LICENSEE's sole expense, that LICENSEE may request in any such defense. 7.6 9.5. In the event either party becomes aware of any actual or threatened infringement of PATENT RIGHTS in any country, that party shall promptly notify the other party in writing. COMPANY LICENSEE shall have the first right to bring an infringement action suit against the infringer and to use TEMPLE's name if legally required in connection therewith. LICENSEE shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on TEMPLE or grants any rights under PATENT RIGHTS or TECHNICAL INFORMATION, without TEMPLE's prior written consent. If COMPANY LICENSEE does not proceed with a particular patent infringement action suit or attempt to sublicense the infringer within ninety (90) days of notification, TEMPLE, after notifying COMPANY LICENSEE in writing, shall be entitled to proceed against with such infringement at its own expense, suit through counsel of its choice. The party conducting such any suit pursuant to this Article 9.5 shall have full control over its conduct. In any event, TEMPLE conduct and COMPANY shall assist one another and cooperate in any such litigation. TEMPLE and COMPANY may also jointly participate in any infringement action if both parties agree to do so in writing in advance, and set forth the basis be responsible for sharing of expenses. 7.7 The amount of any recovery resulting from any litigation to enforce the PATENT RIGHTS or settlement thereof ("Recovery") shall first satisfy the attorney's fees and costs incurred by the enforcing party in such litigation ("Fees and Costs") provided, however, that if COMPANY is the enforcing party and a royalty reduction was applied pursuant to Paragraph 7.5 ("Royalty Reduction"), then TEMPLE shall receive from the Recovery an amount calculated by dividing the Royalty Reduction by the Fees and Costs and multiplying the result by the Recovery. Any Recovery in excess of Fees and Costs shall first satisfy royalty payments due to TEMPLE, with any remaining balance to the enforcing partyall expenses associated therewith. Each party shall always have the right to be represented by counsel of its choice and at its own expense in any suit instituted by another the other party for infringement. In any event, the parties shall provide each other, at the expense of the party bringing suit, with all reasonable assistance and cooperation requested in any such suit. At the request and expense of the party bringing suit, the other party shall permit access to all relevant personnel, records, papers, information, samples, specimens, and the like during regular business hours. The parties may also jointly participate in any infringement suit if both parties agree to do so in writing in advance, and set forth the basis for sharing of expenses. Temple University Exclusive License to STWA 9.6. The amount of any recovery resulting from an infringement suit or settlement thereof pursuant to Article 9.5 shall first satisfy the costs and. xpenses, including reasonable attorneys' fees, incurred in connection with such suit by the party bringing suit ("COSTS AND EXPENSES"). If LICENSEE is the party bringing suit, any recovery in excess of COSTS AND EXPENSES shall be paid to LICENSEE and shall be divided equally between LICENSEE and TEMPLE. If TEMPLE is the party bringing suit, any recovery in excess of COSTS AND EXPENSES shall be paid to and retained by TEMPLE in its entirety. If the parties have agreed to participate jointly in an infringement actionsuit, any recovery in excess of satisfying the parties' attorney fees, costs of the litigation and payment of the royalty due to TEMPLE on account of the infringement, COSTS AND EXPENSES shall be allocated to the parties in the same proportion as the sharing of the litigation expensesCOSTS AND EXPENSES.

PATENT PROSECUTION AND LITIGATION. 7.1 8.1. At any time during the OPTION PERIOD, LICENSEE may file on TEMPLE's behalf an application for a PROJECT PATENT, in and such PROJECT PATENT shall be deemed part of PATENT RIGHTS. 8.2. In consultation with COMPANY TEMPLE but in TEMPLELICENSEE's reasonable sole discretion, LICENSEE shall diligently prosecute all patent applications and maintain all patents within PATENT RIGHTS, to the full extent permitted by law, provided that TEMPLE shall in a timely manner receive (i) all countries designated original patent documents plus (ii) full and complete copies of all office actions, correspondence and other documents relating to such prosecution. TEMPLE shall have the right to prosecute any patent application in writing by COMPANY during any country in which LICENSEE does not prosecute such patent application and to maintain any patent within PATENT RIGHTS in any country in which LICENSEE does not maintain such patent, and such patent application or patent in that country shall not be part of PATENT RIGHTS; provided that the term rights and obligations of this AgreementLICENSEE to the same patent application or patent in any other country or to any other patent application or patent in any country shall in no way be affected. Except as provided in paragraph 7.3Paragraph 8.3, COMPANY LICENSEE shall be responsible for all out-of-pocket costs and expenses incurred by TEMPLELICENSEE, both prior to and during the term of this Agreement, in the preparation, filing and prosecution of all patent applications within PATENT RIGHTSapplications, and in the maintenance of all patents within PATENT RIGHTS. Such costs and expenses shall not be creditable against any other payments due to TEMPLE under this Agreement. 7.2 COMPANY shall make all payments due to 8.3. LICENSEE may give TEMPLE pursuant to Paragraph 7.1 within thirty (30) days of receipt of detailed invoices therefore supported by copies of the subject receipts and invoices or such other supporting documentation as COMPANY may reasonably request. TEMPLE, in its sole discretion, may elect to have its patent counsel submit such invoices directly to COMPANY, in which case COMPANY shall pay TEMPLE's patent counsel directly. 7.3 In the event COMPANY notifies TEMPLE in writing days' prior written notice that it will stop paying the costs and expenses with respect to any patent application or patent in any country, in which case TEMPLE, at its option, may assume the obligation of supporting such patent application or patent in such country, and COMPANYLICENSEE's rights and obligations thereto under this Agreement shall terminate at the end of such thirty (30) day notice period in such country. Termination of COMPANYLICENSEE's rights and obligations with respect to any patent application or patent in any country under the terms set forth in this Paragraph 8.3 shall in no way affect the rights and obligations of COMPANY LICENSEE to the same patent application or patent in any other country or to any other patent application or patent in any country. 7.4 TEMPLE may file patent applications in countries other than those designated by COMPANY provided, however that TEMPLE shall notify COMPANY in writing of any such filing within thirty (30) days of the filing date8.4. If within thirty (30) days of its receipt of such notification COMPANY fails to inform TEMPLE in writing that it wishes to support such applications in such countries, TEMPLE shall bear all the costs associated with such additional patent application filings, and such applications in such countries and any patents granting therefrom shall not be included within PATENT RIGHTS. TEMPLE shall then be free to license such patents and patent applications in such countries to others. 7.5 COMPANYLICENSEE, at its option, may defend any claim, made by others, of patent infringement of PATENT RIGHTS resulting from the manufacture, use, sale or other disposition of LICENSED PRODUCT, whether such claim shall be made against TEMPLE or COMPANYLICENSEE, and if COMPANY defends in defending such claim, COMPANY LICENSEE shall bear all costs and expenses, including reasonable attorneys' fees, incurred in connection with any such claim. These Any such costs and expenses will shall be a credit credited against fifty percent (50%) of royalty payments due to TEMPLE on account of NET SALES of said LICENSED PRODUCT, pursuant to Paragraph 4.1, in each year during the term of this Agreement until fully offset. Each party to this Agreement agrees that it shall notify the other party in writing in the event any claim of infringement is made against that party. LICENSEE shall have full control over the conduct of the defense of any such claim and TEMPLE shall provide LICENSEE with all reasonable assistance and cooperation, at no cost to TEMPLE, that LICENSEE may request in any such defense. 7.6 8.5. In the event either party becomes aware of any actual or threatened infringement of PATENT RIGHTS in any country, that party shall promptly notify the other party in writing. COMPANY LICENSEE shall have the first right to bring an infringement action suit against the infringer and to use TEMPLE's name if legally required in connection therewith. LICENSEE shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on TEMPLE or grants any rights under PATENT RIGHTS or TECHNICAL INFORMATION, without TEMPLE's written consent, which consent shall not be unreasonably withheld. If COMPANY LICENSEE does not proceed with a particular patent infringement action suit or attempt to sublicense the infringer within ninety (90) days of notification, TEMPLE, after notifying COMPANY LICENSEE in writing, shall be entitled to proceed against with such infringement at its own expense, suit through counsel of its choice. The party conducting such any suit pursuant to this Paragraph 8.5 shall have full control over its conduct. In any event, TEMPLE conduct and COMPANY shall assist one another and cooperate in any such litigation. TEMPLE and COMPANY may also jointly participate in any infringement action if both parties agree to do so in writing in advance, and set forth the basis be responsible for sharing of expenses. 7.7 The amount of any recovery resulting from any litigation to enforce the PATENT RIGHTS or settlement thereof ("Recovery") shall first satisfy the attorney's fees and costs incurred by the enforcing party in such litigation ("Fees and Costs") provided, however, that if COMPANY is the enforcing party and a royalty reduction was applied pursuant to Paragraph 7.5 ("Royalty Reduction"), then TEMPLE shall receive from the Recovery an amount calculated by dividing the Royalty Reduction by the Fees and Costs and multiplying the result by the Recovery. Any Recovery in excess of Fees and Costs shall first satisfy royalty payments due to TEMPLE, with any remaining balance to the enforcing partyall expenses associated therewith. Each party shall always have the right to be represented by counsel of its choice and at its own expense in any suit instituted by another the other party for infringement. In any event, the parties shall provide each other, at the expense of the party bringing suit, with all reasonable assistance and cooperation requested in any such suit. At the request and expense of the party bringing suit, the other party shall permit access to all relevant personnel, records, papers, information, samples, specimens, and the like during regular business hours. The parties may also jointly participate in any infringement suit if both parties agree to do so in writing in advance, and set forth the basis for sharing of expenses. 8.6. The amount of any recovery resulting from an infringement suit or settlement thereof pursuant to Paragraph 8.5 shall first satisfy the costs and expenses, including reasonable attorneys' fees, incurred in connection with such suit by the party bringing suit ("COSTS AND EXPENSES"). If LICENSEE is the party bringing suit, any recovery in excess of COSTS AND EXPENSES shall be paid to LICENSEE and shall be deemed to be NET SALES subject to royalties due to TEMPLE pursuant to Paragraph 4 .1. If TEMPLE is the party bringing suit, any recovery in excess of COSTS AND EXPENSES shall be paid to TEMPLE. If the parties have agreed to participate jointly in an infringement actionsuit, any recovery in excess of satisfying the parties' attorney fees, costs of the litigation and payment of the royalty due to TEMPLE on account of the infringement, COSTS AND EXPENSES shall be allocated to the parties in the same proportion as the sharing of the litigation expensesCOSTS AND EXPENSES, and LICENSEE's allocation shall be deemed to be NET SALES subject to royalties due to TEMPLE pursuant to Paragraph 4.1.

PATENT PROSECUTION AND LITIGATION. 7.1 TEMPLE, in consultation with COMPANY but in TEMPLE's sole discretion, shall diligently prosecute all patent applications and maintain all patents within PATENT RIGHTS, to the extent permitted by law, in all countries designated in writing by COMPANY during the term of this Agreement. Except as provided in paragraph 7.3, COMPANY shall be responsible for all costs and expenses incurred by TEMPLE, both prior to and during the term of this Agreement, in the preparation, filing and prosecution of all patent applications within PATENT RIGHTS, and in the maintenance of all patents within PATENT RIGHTS. Such costs and expenses shall not be creditable against any other payments due to TEMPLE under this Agreement. 7.2 COMPANY shall make all payments due to TEMPLE pursuant to Paragraph 7.1 within thirty (30) days of receipt of a detailed invoices therefore supported by copies of the subject receipts and invoices or such other supporting documentation as COMPANY may reasonably requestinvoice therefor. TEMPLE, in its sole discretion, may elect to have its patent counsel submit such invoices directly to COMPANY, in which case COMPANY shall pay TEMPLE's patent counsel directly. 7.3 In the event COMPANY notifies TEMPLE in writing that it will stop paying the costs and expenses with respect to any patent application or patent in any country, TEMPLE, at its option, may assume the obligation of supporting such patent application or patent in such country, and COMPANY's rights and obligations thereto under this Agreement shall terminate in such country. Termination of COMPANY's rights and obligations with respect to any patent application or of patent in any country shall in no way affect the rights and obligations of COMPANY to the same patent application or patent in any other country. 7.4 TEMPLE may file patent applications in countries other than those designated by COMPANY provided, however that TEMPLE shall notify COMPANY in writing of any such filing within thirty (30) days of the filing date. If within thirty (30) days of its receipt of such notification COMPANY fails to inform TEMPLE in writing that it wishes to support such applications in such countries, TEMPLE shall bear all the costs associated with such additional patent application filings, and such applications in such countries and any patents granting therefrom shall not be included within PATENT RIGHTS. TEMPLE shall then be free to license such patents and patent applications in such countries to others. 7.5 COMPANY, at its option, may defend any claim, made by others, of patent infringement resulting from the manufacture, use, sale or other disposition of LICENSED PRODUCT, whether such claim shall be made against TEMPLE or COMPANY, and if COMPANY defends such claim, COMPANY shall bear all costs and expenses, including reasonable attorneys' fees, incurred in connection with any such claim. These costs and expenses will be a credit against fifty percent (50%) of royalty payments due to TEMPLE on account of NET SALES of said LICENSED PRODUCT, pursuant to Paragraph 4.1, in each year during the term of this Agreement until fully offset. Each party to this Agreement agrees that it shall notify the other party in writing in the event any claim of infringement is made against that party. 7.6 In the event either party becomes aware of any actual or threatened infringement of PATENT RIGHTS in any country, that party shall promptly notify the other party in writing. COMPANY shall have the first right to bring an infringement action against the infringer and to use TEMPLE's name if legally required in connection therewith. If COMPANY does not proceed with a particular patent infringement action or attempt to sublicense the infringer within ninety (90) days of notification, TEMPLE, after notifying COMPANY in writing, shall be entitled to proceed against such infringement at its own expense, through counsel of its choice. The party conducting such suit shall have full control over its conduct. In any event, TEMPLE and COMPANY shall assist one another and cooperate in any such litigation. TEMPLE and COMPANY may also jointly participate in any infringement action if both parties agree to do so in writing in advance, and set forth the basis for sharing of expenses. 7.7 The amount of any recovery resulting from any litigation to enforce the PATENT RIGHTS or settlement thereof ("Recovery") shall first satisfy the attorney's fees and costs incurred by the enforcing party in such litigation ("Fees and Costs") provided, however, that if COMPANY is the enforcing party and a royalty reduction was applied pursuant to Paragraph 7.5 ("Royalty Reduction"), then TEMPLE shall receive from the Recovery an amount calculated by dividing the Royalty Reduction by the Fees and Costs and multiplying the result by the Recovery. Any Recovery in excess of Fees and Costs shall first satisfy royalty payments due to TEMPLE, with any remaining balance to the enforcing party. Each party shall always have the right to be represented by counsel of its choice and at its own expense in any suit instituted by another for infringement. If the parties have agreed to participate jointly in an infringement action, any recovery in excess of satisfying the parties' attorney fees, costs of the litigation and payment of the royalty due to TEMPLE on account of the infringement, shall be allocated to the parties in the same proportion as the sharing of the litigation expenses. 7.8 In the event TEMPLE licenses any PATENT RIGHTS or TECHNICAL INFORMATION to anyone other than COMPANY (i.e., for pharmaceutical applications), COMPANY shall be entitled to receive, and TEMPLE shall remit to COMPANY immediately upon TEMPLE's receipt thereof one half (1/2) of all revenues received by TEMPLE from such other licensee(s), whether in the form of license fees, royalty payments or otherwise ("Licensee Payments"), to a maximum of one half (1/2) of the full amount expended by COMPANY to prosecute patent applications and patents for the PATENT RIGHTS, maintain and protect such patent applications and patents, defend any claim of patent infringement with respect to the PATENT RIGHTS, or otherwise incurred by COMPANY in connection with perfecting the PATENT RIGHTS pursuant to this Agreement ("Patent Costs"), provided such costs have not been previously credited against royalties or other payments otherwise due to TEMPLE. COMPANY shall have the right to review, copy and audit TEMPLE's agreements, books and records relating to Licensee Payments from time to time upon reasonable advanced notice to TEMPLE in order to verify the amount and timing of TEMPLE's receipt of Licensee Payments. TEMPLE shall have the right to review, copy and audit COMPANY's books and records relating to Patent Costs from time to time upon reasonable advanced notice to COMPANY in order to verify the amount of COMPANY's Patent Costs.

PATENT PROSECUTION AND LITIGATION. 7.1 TEMPLE, in consultation with COMPANY but in TEMPLE's sole discretion, shall diligently prosecute all patent applications and maintain all patents within PATENT RIGHTS, to the extent permitted by law, in all countries designated in writing by COMPANY during the term of this Agreement. Except as provided in paragraph Paragraph 7.3, COMPANY shall be responsible for all costs and expenses incurred by TEMPLE, both prior to and during the term of this Agreement, in the preparation, filing and prosecution of all patent applications within PATENT RIGHTS, and in the maintenance of all patents within with PATENT RIGHTS. Such costs and expenses shall not be creditable against any other payments due to TEMPLE under this Agreement. 7.2 COMPANY shall make all payments due to TEMPLE pursuant to Paragraph 7.1 within thirty (30) days of receipt of detailed invoices therefore supported by copies of the subject receipts and invoices or such other supporting documentation as COMPANY may reasonably request. TEMPLE, in its sole discretion, may elect to have its patent counsel submit such invoices directly to COMPANY, in which case COMPANY shall pay TEMPLE's patent counsel directly. 7.3 In the event COMPANY notifies TEMPLE in writing that it will stop paying the costs and expenses with respect to any patent application or patent in any country, TEMPLE, at its option, may assume the obligation of supporting such patent application or patent in such country, and COMPANY's rights and obligations thereto under this Agreement shall terminate in such country. Termination of COMPANY's rights and obligations with respect to any patent application or patent in any country shall in no way affect the rights and obligations of COMPANY to the same patent application or patent in any other country. 7.4 TEMPLE may file patent applications in countries other than those designated by COMPANY COMPANY; provided, however however, that TEMPLE shall notify COMPANY in writing of any such filing within thirty (30) days of the filing date. If If, within thirty (30) days of its receipt of such notification notification, COMPANY fails to inform TEMPLE in writing that it wishes to support such applications in such countries, TEMPLE shall bear all the costs associated with such additional patent application filings, and such applications in such countries and any patents granting therefrom shall not be included within PATENT RIGHTS. TEMPLE shall then be free to license such patents and patent applications in such countries to others. 7.5 COMPANY, at its option, may defend any claim, made by others, of patent infringement resulting from the manufacture, use, sale or other disposition of LICENSED PRODUCT, whether such claim shall be made against TEMPLE or COMPANY, and if COMPANY defends such claim, COMPANY shall bear all costs and expenses, including reasonable attorneys' fees, incurred in connection with any such claim. These costs and expenses will be a credit against fifty percent (50%) of royalty payments due to TEMPLE on account of NET SALES of said LICENSED PRODUCT, pursuant to Paragraph 4.1, in each year during the term of this Agreement until fully offset. Each party to this Agreement agrees that it shall notify the other party in writing in the event any claim of infringement is made against that party. 7.6 In the event either party becomes aware of any actual or threatened infringement of PATENT RIGHTS in any country, that party shall promptly notify the other party in writing. COMPANY shall have the first right to bring an infringement action against the infringer and to use TEMPLE's name if legally required in connection therewith. If COMPANY does not proceed with a particular patent infringement action or attempt to sublicense the infringer within ninety (90) days of notification, TEMPLE, after notifying COMPANY in writing, shall be entitled to proceed against such infringement at its own expense, through counsel of its choice. The party conducting such suit shall have full control over its conduct. In any event, TEMPLE and COMPANY shall assist one another and cooperate in any such litigation. TEMPLE and COMPANY may also jointly participate in any infringement action if both parties agree to do so in writing in advance, and set forth the basis for sharing of expenses. 7.7 The amount of any recovery resulting from any litigation to enforce the PATENT RIGHTS or settlement thereof ("Recovery") shall first satisfy the attorney's fees and costs incurred by the enforcing party in such litigation ("Fees and Costs") provided, however, that if COMPANY is the enforcing party and a royalty reduction was applied pursuant to Paragraph 7.5 ("Royalty Reduction"), then TEMPLE shall receive from the Recovery an amount calculated by dividing the Royalty Reduction by the Fees and Costs and multiplying the result by the Recovery. Any Recovery in excess of Fees and Costs shall first satisfy royalty payments due to TEMPLE, with any remaining balance to the enforcing party. Each party shall always have the right to be represented by counsel of its choice and at its own expense in any suit instituted by another for infringement. If the parties have agreed to participate jointly in an infringement action, any recovery in excess of satisfying the parties' attorney fees, costs of the litigation and payment of the royalty due to TEMPLE on account of the infringement, shall be allocated to the parties in the same proportion as the sharing of the litigation expenses.such

PATENT PROSECUTION AND LITIGATION. 7.1 TEMPLE, in 8.1. In consultation with COMPANY LICENSEE but in TEMPLE's ’s sole discretion, TEMPLE shall diligently prosecute all patent applications and maintain all patents within PATENT RIGHTS, to the extent permitted by law, in all countries designated in writing by COMPANY LICENSEE during the term of this Agreement. Except as provided in paragraph 7.3Paragraph 8.3, COMPANY LICENSEE shall be responsible for all out-of-pocket costs and expenses incurred by TEMPLE, both prior to and during the term of this Agreement, in the preparation, filing tiling and prosecution of all patent applications within PATENT RIGHTSapplications, and in the maintenance of all patents within PATENT RIGHTS. Such costs and expenses shall not be creditable against any other payments due to TEMPLE under this Agreement. 7.2 COMPANY 8.2. LICENSEE shall make all payments due to TEMPLE pursuant to Paragraph 7.1 8.1 within thirty (30) days of receipt of a detailed invoices therefore supported by copies of the subject receipts and invoices or such other supporting documentation as COMPANY may reasonably requestinvoice therefor. TEMPLE, in its sole discretion, may elect to have its patent counsel submit such invoices directly to COMPANYLICENSEE, in which case COMPANY LICENSEE shall pay TEMPLE's ’s patent counsel directly. 7.3 In the event COMPANY notifies 8.3. LICENSEE may give TEMPLE in writing thirty (30) days’ prior written notice that it will stop paying the costs and expenses with respect to any patent application or patent in any country, in which case TEMPLE, at its option, may assume the obligation of supporting such patent application or patent in such country, and COMPANY's LICENSEE’S rights and obligations thereto under this Agreement shall terminate at the end of such notice period in such country. Termination of COMPANY's LICENSEE’S rights and obligations with respect to any patent application or patent in any country pursuant to this Paragraph 8.3 shall in no way affect the rights and obligations of COMPANY LICENSEE to the same patent application or patent in any other country or to any other patent application or patent in any country. 7.4 8.4. TEMPLE may file patent applications in countries other than those designated by COMPANY LICENSEE provided, however however, that TEMPLE shall notify COMPANY LICENSEE in writing of any such filing within thirty (30) days of the filing date. If within thirty (30) days of its receipt of such notification COMPANY LICENSEE fails to inform TEMPLE in writing that it wishes to support such applications in such countries, TEMPLE shall bear all the costs associated with such additional patent application filings, and such applications in such countries and any patents granting therefrom shall not be included within PATENT RIGHTS. TEMPLE shall then be free to license such patents and patent applications in such countries to others. 7.5 COMPANY8.5. LICENSEE, at its option, may defend any claim, made by others, of patent infringement of PATENT RIGHTS resulting from the manufacture, use, sale or other disposition of LICENSED PRODUCT, whether such claim shall be made against TEMPLE or COMPANYLICENSEE, and if COMPANY defends in defending such claim, COMPANY LICENSEE shall bear all costs and expenses, including reasonable attorneys' ’ fees, incurred in connection with any such claim. These Any such costs and expenses will shall be credited a credit against gainst fifty percent (50%) of royalty payments due to TEMPLE on account of NET SALES of said LICENSED PRODUCT, pursuant to Paragraph 4.1, in each year during the term of this Agreement until fully offset. Each party to this Agreement agrees that it shall notify the other party in writing in the event any claim of infringement is made against that party. LICENSEE shall have full control over the conduct of the defense of any such claim and TEMPLE shall provide LICENSEE with all reasonable assistance and cooperation, at no cost to TEMPLE, that LICENSEE may request in any such defense. 7.6 8.6. In the event either party becomes aware of any actual or threatened infringement of PATENT RIGHTS in any country, that party shall promptly notify the other party in writing. COMPANY LICENSEE shall have the first right to bring an infringement action suit against the infringer and to use TEMPLE's ’s name if legally required in connection therewith. LICENSEE shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on TEMPLE or grants any rights under PATENT RIGHTS or TECHNICAL INFORMATION, without TEMPLE’s written consent, which consent shall not be unreasonably withheld. If COMPANY LICENSEE does not proceed with a particular patent infringement action suit or attempt to sublicense the infringer within ninety (90) days of notification, TEMPLE, after notifying COMPANY LICENSEE in writing, shall be entitled to proceed against with such infringement at its own expense, suit through counsel of its choice. The party conducting such any suit pursuant to this Paragraph 8.5 shall have full control over its conduct. In any event, TEMPLE conduct and COMPANY shall assist one another and cooperate in any such litigation. TEMPLE and COMPANY may also jointly participate in any infringement action if both parties agree to do so in writing in advance, and set forth the basis be responsible for sharing of expenses. 7.7 The amount of any recovery resulting from any litigation to enforce the PATENT RIGHTS or settlement thereof ("Recovery") shall first satisfy the attorney's fees and costs incurred by the enforcing party in such litigation ("Fees and Costs") provided, however, that if COMPANY is the enforcing party and a royalty reduction was applied pursuant to Paragraph 7.5 ("Royalty Reduction"), then TEMPLE shall receive from the Recovery an amount calculated by dividing the Royalty Reduction by the Fees and Costs and multiplying the result by the Recovery. Any Recovery in excess of Fees and Costs shall first satisfy royalty payments due to TEMPLE, with any remaining balance to the enforcing partyall expenses associated therewith. Each party shall always have the right to be represented by counsel of its choice and at its own expense in any suit instituted by another the other party for infringement. In any event, the parties shall provide each other, at the expense of the party bringing suit, with all reasonable assistance and cooperation requested in any such suit. At the request and expense of the party bringing suit, the other party shall permit access to all relevant personnel, records, papers, information, samples, specimens, and the like during regular business hours. The parties may also jointly participate in any infringement suit if both parties agree to do so in writing in advance, and set forth the basis for sharing of expenses. 8.7. The amount of any recovery resulting from an infringement suit or settlement thereof pursuant to Paragraph 8.5 shall first satisfy the costs and expenses, including reasonable attorneys’ fees, incurred in connection with such suit by the party bringing suit (“COSTS AND EXPENSES”). If LICENSEE is the party bringing suit, any recovery in excess of COSTS AND EXPENSES shall be paid to LICENSEE and shall be deemed to be NET SALES subject to royalties due to TEMPLE pursuant to Paragraph 4. 1. If TEMPLE is the party bringing suit, any recovery in excess of COSTS AND EXPENSES shall be paid to TEMPLE. If the parties have agreed to participate jointly in an infringement actionsuit, any recovery in excess of satisfying the parties' attorney fees, costs of the litigation and payment of the royalty due to TEMPLE on account of the infringement, ’ COSTS AND EXPENSES shall be allocated to the parties in the same proportion as the sharing of the litigation expensesCOSTS AND EXPENSES, and LICENSEE’S allocation shall be deemed to be NET SALES subject to royalties due to TEMPLE pursuant to Paragraph 4.1.

PATENT PROSECUTION AND LITIGATION. 7.1 TEMPLE, in 9.1. In consultation with COMPANY LICENSEE but in TEMPLE's sole discretion, TEMPLE shall diligently prosecute all patent applications and maintain all patents within PATENT RIGHTS, to the full extent permitted by law. LICENSEE may request replacement or additional legal representation to prosecute and maintain PATENT RIGHTS, and such firm shall be approved if both parties mutually agree to such new legal representation in writing. TEMPLE shall provide LICENSEE with (i) copies of patent documents plus (ii) full and complete copies of all countries designated office actions, correspondence and other documents relating to such prosecution for LICENSEE's review and comment. TEMPLE shall have the right to prosecute any patent application in writing by COMPANY during any country in which LICENSEE does not request TEMPLE to prosecute such patent application and to maintain any patent within PATENT RIGHTS in any country in which LICENSEE does not request TEMPLE to maintain such patent, and such patent application or patent in that country shall not be part of PATENT RIGHTS; provided that the term rights and obligations of this AgreementLICENSEE to the same patent application or patent in any other country or to any other patent application or patent in any country shall in no way be affected. Except as provided in paragraph 7.3Article 9.3, COMPANY LICENSEE shall be responsible for all out-of-pocket costs and expenses incurred by TEMPLEeither TEMPLE or LICENSEE, both prior to and during the term of this Agreement, in the preparation, filing and prosecution of all patent applications within PATENT RIGHTSapplications, and in the maintenance of all patents within PATENT RIGHTS. Such costs and expenses shall not be creditable against any other payments due to TEMPLE under this Agreement. 7.2 COMPANY 9.2. LICENSEE shall make all payments due to TEMPLE pursuant to Paragraph 7.1 Article 9.1 within thirty (30) days of receipt of a detailed invoices therefore supported by copies of the subject receipts and invoices or such other supporting documentation as COMPANY may reasonably requestinvoice therefor. TEMPLE, in its sole discretion, may elect to have its patent counsel submit copies of such invoices directly to COMPANYLICENSEE, in which case COMPANY LICENSEE shall pay TEMPLE's TEMPLE within thirty (30) days of the invoice received from patent counsel directlycounsel. 7.3 In the event COMPANY notifies 9.3. LICENSEE may give TEMPLE in writing thirty (30) days' prior written notice that it will stop paying the costs and expenses with respect to any patent application or patent in any country, in which case TEMPLE, at its option, may assume the obligation of supporting such patent application or patent in such country, and COMPANYLICENSEE's rights and obligations thereto under this Agreement shall terminate in at the end of such countrythirty (30) day notice period. Termination of COMPANYLICENSEE's rights and obligations with respect to any patent application or patent in any country under the terms set forth in this Article 9.3 shall in no way affect the rights and obligations of COMPANY LICENSEE to the same patent application or patent in any other country or to any other patent application or patent in any country. 7.4 TEMPLE may file patent applications in countries other than those designated by COMPANY provided, however that TEMPLE shall notify COMPANY in writing of any such filing within thirty (30) days of the filing date9.4. If within thirty (30) days of its receipt of such notification COMPANY fails to inform TEMPLE in writing that it wishes to support such applications in such countries, TEMPLE shall bear all the costs associated with such additional patent application filings, and such applications in such countries and any patents granting therefrom shall not be included within PATENT RIGHTS. TEMPLE shall then be free to license such patents and patent applications in such countries to others. 7.5 COMPANYLICENSEE, at its option, may defend any claim, made by others, claim of patent infringement of PATENT RIGHTS resulting from the manufacture, use, sale or other disposition of LICENSED PRODUCT, whether such claim shall be made against TEMPLE or COMPANYLICENSEE, and if COMPANY defends in defending such claim, COMPANY LICENSEE shall bear all costs and expenses, including reasonable attorneys' fees, incurred in connection with any such claim. These Any such costs and expenses will shall be a credit credited against not more than fifty percent (50%) of royalty payments due to TEMPLE on account of NET SALES of said LICENSED PRODUCT, pursuant to Paragraph 4.1Article 5.1, in each year subsequent to initial receipt of notice of such claim and during the term of this Agreement until fully offset. Each party to this Agreement agrees that it shall notify the other party in writing in the event any claim of infringement is made against that party. LICENSEE shall have full control over the conduct of the defense of any such claim and TEMPLE shall provide LICENSEE with all reasonable assistance and cooperation, at LICENSEE's sole expense, that LICENSEE may request in any such defense. 7.6 9.5. In the event either party becomes aware of any actual or threatened infringement of PATENT RIGHTS in any country, that party shall promptly notify the other party in writing. COMPANY LICENSEE shall have the first right to bring an infringement action suit against the infringer and to use TEMPLE's name if legally required in connection therewith. LICENSEE shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on TEMPLE or grants any rights under PATENT RIGHTS or TECHNICAL INFORMATION, without TEMPLE's prior written consent. If COMPANY LICENSEE does not proceed with a particular patent infringement action suit or attempt to sublicense the infringer within ninety (90) days of notification, TEMPLE, after notifying COMPANY LICENSEE in writing, shall be entitled to proceed against with such infringement at its own expense, suit through counsel of its choice. The party conducting such any suit pursuant to this Article 9.5 shall have full control over its conduct. In any event, TEMPLE conduct and COMPANY shall assist one another and cooperate in any such litigation. TEMPLE and COMPANY may also jointly participate in any infringement action if both parties agree to do so in writing in advance, and set forth the basis be responsible for sharing of expenses. 7.7 The amount of any recovery resulting from any litigation to enforce the PATENT RIGHTS or settlement thereof ("Recovery") shall first satisfy the attorney's fees and costs incurred by the enforcing party in such litigation ("Fees and Costs") provided, however, that if COMPANY is the enforcing party and a royalty reduction was applied pursuant to Paragraph 7.5 ("Royalty Reduction"), then TEMPLE shall receive from the Recovery an amount calculated by dividing the Royalty Reduction by the Fees and Costs and multiplying the result by the Recovery. Any Recovery in excess of Fees and Costs shall first satisfy royalty payments due to TEMPLE, with any remaining balance to the enforcing partyall expenses associated therewith. Each party shall always have the right to be represented by counsel of its choice and at its own expense in any suit instituted by another the other party for infringement. In any event, the parties shall provide each other, at the expense of the party bringing suit, with all reasonable assistance and cooperation requested in any such suit. At the request and expense of the party bringing suit, the other party shall permit access to all relevant personnel, records, papers, information, samples, specimens, and the like during regular business hours. The parties may also jointly participate in any infringement suit if both parties agree to do so in writing in advance, and set forth the basis for sharing of expenses. 9.6. The amount of any recovery resulting from an infringement suit or settlement thereof pursuant to Article 9.5 shall first satisfy the costs and expenses, including reasonable attorneys' fees, incurred in connection with such suit by the party bringing suit ("COSTS AND EXPENSES"). If LICENSEE is the party bringing suit, any recovery in excess of COSTS AND EXPENSES shall be paid to LICENSEE and shall be divided equally between LICENSEE and TEMPLE. If TEMPLE is the party bringing suit, any recovery in excess of COSTS AND EXPENSES shall be paid to and retained by TEMPLE in its entirety. If the parties have agreed to participate jointly in an infringement actionsuit, any recovery in excess of satisfying the parties' attorney fees, costs of the litigation and payment of the royalty due to TEMPLE on account of the infringement, COSTS AND EXPENSES shall be allocated to the parties in the same proportion as the sharing of the litigation expensesCOSTS AND EXPENSES.