Common use of Third Party Infringement Clause in Contracts

Third Party Infringement. IGT shall promptly inform PureDepth of any infringement of any Licensed Intellectual Property by a third party. During the term of this Agreement, PureDepth and IGT each shall have the right to institute an action for infringement of the Licensed Intellectual Property against such third party subject to the following: (i) PureDepth may institute suit, and, at its option, join IGT as a plaintiff. If PureDepth decides to institute suit, then it shall notify IGT in writing. If IGT does not notify PureDepth in writing within fifteen (15) days after the date of the notice from PureDepth, that it will join in enforcing the Licensed Intellectual Property pursuant to the provisions hereof, PureDepth shall bear the entire cost of such litigation and shall be entitled to retain the entire amount of any recovery or settlement; (ii) If PureDepth opts not to institute suit as described in (i), IGT and PureDepth may agree to institute suit jointly, and in such case, the suit shall be brought in both their names, the out-of-pocket costs thereof shall be borne equally, and any recovery or settlement shall be shared equally. IGT and PureDepth shall agree to the manner in which they shall exercise control over such action. PureDepth may, if it so desires, also be represented by separate counsel of its own selection, the fees for which counsel shall be paid by PureDepth; (iii) If PureDepth notifies IGT that it has decided not to institute a suit in accordance with (i) and in the absence of agreement to institute a suit jointly, as provided in (ii) above, IGT may institute suit and, at its option, join PureDepth as a plaintiff. IGT shall bear the entire cost of such litigation and shall be entitled to retain the entire amount of any recovery or settlement; (iv) Should either PureDepth or IGT commence a suit under the provisions of this Section 5.02, and thereafter elect to abandon the same, such party shall give timely notice to the other party who may, if it so desires, continue prosecution of such suit, provided, however, that the sharing of expenses and any recovery in such suit shall be as agreed upon between PureDepth and IGT; (v) Notwithstanding the terms of (ii), (iii) and (iv) above, PureDepth reserves the right to control an action insofar as a claim of invalidity is made by a third party as to the PureDepth Patents.

Third Party Infringement. IGT shall (a) Each Party will promptly inform PureDepth notify the other of any infringement in the Field by a Third Party of any Licensed Intellectual Property of the Novartis Patent or misappropriation of any Novartis Know-How in the Field of which it becomes aware, including any filing of an Abbreviated New Drug Application in the United States or such similar filing under applicable law in jurisdictions other than the United States. Each Party shall provide the other Party with all available evidence supporting such infringement, suspected infringement, unauthorized use or misappropriation or suspected unauthorized use or misappropriation (collectively, “Third Party Infringement”). (b) resTORbio will have the first right to bring and control any legal action in connection with the Third Party Infringement relating to any Novartis Patent in the Field at its own expense as it reasonably determines appropriate, and Novartis will have the right, at its own expense, to be represented in any such action by a third partycounsel of its own choice. During If resTORbio fails to bring an action or proceeding with respect to, or to terminate, infringement of any Novartis Patent (i) within ninety (90) days following the term notice of this Agreementalleged infringement (or twenty (20) days after resTORbio receives the relevant ANDA notification), PureDepth or (ii) prior to twenty (20) days before the time limit, if any, set forth in the appropriate laws and IGT each shall regulations for the filing of such actions, whichever comes first, Novartis will have the right to institute an bring and control any such action for infringement of the Licensed Intellectual Property against such third party subject to the following: (i) PureDepth may institute suit, and, at its option, join IGT as a plaintiff. If PureDepth decides to institute suit, then it shall notify IGT in writing. If IGT does not notify PureDepth in writing within fifteen (15) days after the date of the notice from PureDepth, that it will join in enforcing the Licensed Intellectual Property pursuant to the provisions hereof, PureDepth shall bear the entire cost of such litigation own expense and shall be entitled to retain the entire amount of any recovery or settlement; (ii) If PureDepth opts not to institute suit as described in (i), IGT and PureDepth may agree to institute suit jointly, and in such case, the suit shall be brought in both their names, the out-of-pocket costs thereof shall be borne equally, and any recovery or settlement shall be shared equally. IGT and PureDepth shall agree to the manner in which they shall exercise control over such action. PureDepth may, if it so desires, also be represented by separate counsel of its own selectionchoice, and resTORbio will have the fees for which counsel shall be paid by PureDepth; (iii) If PureDepth notifies IGT that it has decided not to institute a suit in accordance with (i) and in the absence of agreement to institute a suit jointly, as provided in (ii) above, IGT may institute suit andright, at its optionown expense, join PureDepth as a plaintiff. IGT shall bear the entire cost to be represented in any such action by counsel of such litigation and shall be entitled to retain the entire amount of any recovery or settlement; (iv) Should either PureDepth or IGT commence a suit under the provisions of this Section 5.02, and thereafter elect to abandon the same, such party shall give timely notice to the other party who may, if it so desires, continue prosecution of such suit, its own choice; provided, however, that if resTORbio notifies Novartis in writing prior to twenty (20) days before such time limit for the sharing filing of expenses any such action that resTORbio intends to file such action before the time limit, then resTORbio will be obligated to file such action before the time limit, and any recovery in such suit shall be as agreed upon between PureDepth and IGT; (v) Notwithstanding the terms of (ii), (iii) and (iv) above, PureDepth reserves Novartis will not have the right to bring and control such action. (c) At the request of the Party controlling the Third Party Infringement claim, the other Party will provide assistance in connection therewith, including by executing reasonably appropriate documents, access to such Party’s premises and employees, cooperating reasonably in discovery and joining as a party to the action if required. (d) In connection with any such proceeding, resTORbio will not enter into any settlement admitting the invalidity of, or otherwise impairing Novartis’ rights in, the Novartis Technology without the prior written consent of Novartis, which will not be unreasonably withheld or delayed. (e) Any recoveries resulting from such an action insofar relating to a Third Party Infringement will be first applied against payment of each Party’s costs and expenses in connection therewith. In the event that resTORbio brought such action, any remainder will be retained by resTORbio; provided, however, any such amount will be considered Net Sales hereunder and will be subject to a royalties and sales milestones (as a claim of invalidity is made applicable) to Novartis under this Agreement. In the event that Novartis brought such action, the remainder will be retained by a third party as to the PureDepth PatentsNovartis.

Third Party Infringement. IGT 4.1 MicroStrategy shall promptly inform PureDepth of defend Licensee against any infringement of any Licensed Intellectual Property claim, demand, suit, or proceeding ("Claim") brought against Licensee by a third party. During party alleging that the term use of the Products infringes or misappropriates an intellectual property right of the third party that is enforceable in the United States or European Union, and shall indemnify Licensee for any damages finally awarded to the third party claimant or agreed to in settlement of the Claim, provided that Licensee: (a) promptly gives written notice of the Claim to MicroStrategy; (b) gives MicroStrategy sole control of the defense and settlement of the Claim (provided that MicroStrategy may not settle any such Claim unless it unconditionally releases Licensee of all liability and contains a statement that Licensee admits no liability); (c) provides to MicroStrategy all available information and reasonable assistance necessary for MicroStrategy to defend or settle the Claim; and (d) has not compromised or settled such Claim without MicroStrategy’s written approval. 4.2 If Licensee’s use of a Product is enjoined in connection with the Claim, MicroStrategy may choose to either modify the Product to be non-infringing (while substantially preserving its utility and functionality) or obtain a license to allow for continued use of Product, or if these alternatives are not commercially reasonable, MicroStrategy may terminate Licensee’s use of the Product and refund the license fees paid for the MicroStrategy Product or any unused, prepaid fees paid for the Product. 4.3 MicroStrategy shall have no indemnification obligation, and Licensee shall indemnify MicroStrategy pursuant to this Agreement, PureDepth and IGT each shall for any Claim arising from or based upon (a) the misuse or unauthorized use of a Product or the use of a Product outside the scope of use identified in the Documentation for such Product, if the claim would not have arisen without such use; or (b) any modification of a Product, if the right to institute an action for infringement claim would not have arisen without such modification; or (c) use of a prior version of any Product, if use of a newer version of the Licensed Intellectual Property against Product would have avoided such third party claim. 4.4 The magnitude of MicroStrategy’s obligations under this Section shall not be subject to the following:any limits of liability set forth in Section 9.1. (i) PureDepth may institute suit, and, at its option, join IGT as a plaintiff. If PureDepth decides to institute suit, then it shall notify IGT in writing. If IGT does not notify PureDepth in writing within fifteen (15) days after the date of the notice from PureDepth, that it will join in enforcing the Licensed Intellectual Property pursuant to the provisions hereof, PureDepth shall bear the entire cost of such litigation and shall be entitled to retain the entire amount of any recovery or settlement; (ii) If PureDepth opts not to institute suit as described in (i), IGT and PureDepth may agree to institute suit jointly, and in such case, the suit shall be brought in both their names, the out-of-pocket costs thereof shall be borne equally, and any recovery or settlement shall be shared equally. IGT and PureDepth shall agree to the manner in which they shall exercise control over such action. PureDepth may, if it so desires, also be represented by separate counsel of its own selection, the fees for which counsel shall be paid by PureDepth; (iii) If PureDepth notifies IGT that it has decided not to institute a suit in accordance with (i) and in the absence of agreement to institute a suit jointly, as provided in (ii) above, IGT may institute suit and, at its option, join PureDepth as a plaintiff. IGT shall bear the entire cost of such litigation and shall be entitled to retain the entire amount of any recovery or settlement; (iv) Should either PureDepth or IGT commence a suit under the 4.5 The provisions of this Section 5.024 state the sole, exclusive and entire liability of MicroStrategy to Licensee, and thereafter elect to abandon the sameare Licensee’s sole remedy, such party shall give timely notice with respect to the other party who may, if it so desires, continue prosecution infringement of such suit, provided, however, that the sharing of expenses and any recovery in such suit shall be as agreed upon between PureDepth and IGT; (v) Notwithstanding the terms of (ii), (iii) and (iv) above, PureDepth reserves the right to control an action insofar as a claim of invalidity is made by a third party as to the PureDepth Patentsintellectual property rights.

Third Party Infringement. IGT shall promptly inform PureDepth of any 7.1 In the event that there is alleged infringement of any Licensed Intellectual Property by a third party of any of the Licensed Patents or any patents that are jointly owned by MSC and TST pursuant to Article V with respect to Licensed Products in the Field, MSC shall notify TST in writing to that effect, including with said written notice evidence establishing a prima facie case of such infringement by such third party. During The prima facie determination of infringement, contributory infringement, or inducement to infringe shall be confirmed or refuted within ninety (90) days of notice by an independent patent attorney ("IPA"), satisfactory to the term parties, and the parties shall equally contribute to the costs of this Agreementthe IPA. Should the IPA confirm the alleged infringement, PureDepth TST shall have ninety (90) days from the date of the IPA's decision to obtain a discontinuance of such infringement or bring suit against the third party infringer. 7.2 If, after the expiration of said ninety (90) days from the date of said decision, TST has not obtained a discontinuance of such infringement, or brought suit against the third party infringer, MSC shall have the right, but not the obligation, to bring suit against such infringer and IGT each join TST as a party plaintiff, provided that MSC shall bear all the expenses of such suit. TST will cooperate with MSC in any suit for infringement of a Licensed Patent brought by MSC against a third party, and shall have the right to institute an action consult with MSC and to participate in and be represented by independent counsel in such litigation at its own expense. MSC shall incur no liability to TST as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any of the Licensed Patents invalid or unenforceable. 7.3 Any and all damages or other monies received in settlement or judgment of such suit brought by MSC shall be applied first by MSC and TST in satisfaction of their respective litigation expenses, with any remainder thereafter paid to MSC. In the event the damages or other monies awarded or received in settlement are insufficient to reimburse such expenses, such damages and monies shall be allocated pro rata between the parties based on their percentage of expenses when compared to total expenses. 7.4 If TST elects to bring suit against such alleged third party infringer, then TST shall bear all the expenses of such suit. MSC, at TST's expense, will cooperate with TST in any Confidential information redacted and filed separately with the Commission. suit for infringement of any patent included in the Licensed Intellectual Property Patents brought by TST against a third party, and shall have the right to consult with TST and to participate in and be represented by independent counsel in such third party subject litigation at MSC's own expense. 7.5 Any and all damages or other monies received in settlement or judgment of such suit brought by TST shall be applied first by MSC and TST in satisfaction of their respective litigation expenses, with any remainder thereafter paid to TST. In the following:event the damages or other monies awarded or received in settlement are insufficient to reimburse such expenses, such damages and monies shall be allocated pro rata between the parties based on their percentage of expenses when compared to total expenses. TST shall not without MSC's prior written approval settle any such suit in a manner allowing the alleged infringer to sell Licensed Products within the Field. (i) PureDepth may institute suit7.6 Should any person bring an action seeking a declaratory judgment of non-infringement and/or invalidity of any patent included in the Licensed Patents, andthen TST shall have the right, but not the obligation, to litigate, control, and settle, at its optionsole discretion, join IGT as a plaintiffthe action. If PureDepth decides to institute suit, then it TST shall notify IGT MSC as soon as reasonably possible of its intention to litigate and control the action. Should TST determine in writing. If IGT does not notify PureDepth in writing within fifteen (15) days after the date of the notice from PureDepth, its sole discretion that it will join in enforcing not litigate and control the action, then MSC may elect to do so. Should the party litigating the action bring a counterclaim for infringement of a Licensed Intellectual Property pursuant to Patent and/or of a Jointly Owned Improvement, then the provisions hereof, PureDepth of Sections 7.3 and 7.5 shall bear control the entire cost of such litigation and shall be entitled to retain the entire amount disposition of any recovery or settlement; (ii) If PureDepth opts not attributable to institute suit as described in (i), IGT and PureDepth may agree to institute suit jointly, and in such case, the suit shall be brought in both their names, the out-of-pocket costs thereof shall be borne equally, and any recovery or settlement shall be shared equally. IGT and PureDepth shall agree to the manner in which they shall exercise control over such action. PureDepth may, if it so desires, also be represented by separate counsel of its own selection, MSC and TST agree to cooperate in any such action. TST shall not without MSC's prior written approval settle any such suit in a manner allowing the fees for which counsel alleged infringer to sell Licensed Products within the Field. 7.7 MSC shall be paid by PureDepth; (iii) If PureDepth notifies IGT not advise any third party that it has decided not to institute a suit in accordance with (i) and is infringing any patent included in the absence Licensed Patents without the prior written consent of agreement to institute a suit jointly, as provided in (ii) above, IGT may institute suit and, at its option, join PureDepth as a plaintiff. IGT shall bear the entire cost of such litigation and shall be entitled to retain the entire amount of any recovery or settlement; (iv) Should either PureDepth or IGT commence a suit under the provisions of this Section 5.02, and thereafter elect to abandon the same, such party shall give timely notice to the other party who may, if it so desires, continue prosecution of such suit, provided, however, that the sharing of expenses and any recovery in such suit shall be as agreed upon between PureDepth and IGT; (v) Notwithstanding the terms of (ii), (iii) and (iv) above, PureDepth reserves the right to control an action insofar as a claim of invalidity is made by a third party as to the PureDepth PatentsTST.

Third Party Infringement. IGT shall 16.1 The Licensee undertakes to promptly inform PureDepth notify NTJBPT of any actual or threatened infringement or any declaratory judgment action by any person relating to the Patents giving full particulars thereof. The Licensee may request in such notice or at any later time that NTJBPT acknowledge there is an infringement of one or more Patents to an extent which is significantly harmful to the marketing efforts of the Licensee hereunder in respect of the country or countries of the Territory concerned. 16.2 If NTJBPT does not so acknowledge within one month after having received Licensee ’s request pursuant to Section 16.1, the issue of whether there is an infringement of one or more Patents to an extent which is significantly harmful to the marketing efforts of the Licensee hereunder, shall be submitted to an independent patent counsel well versed in the laws of the country or countries concerned, such counsel to be designated by both parties jointly. The costs of the counsel shall be shared equally by the parties. The counsel shall be requested to make his determination of significant harm within one month after both parties have made their representations to the counsel regarding the infringement but no later than one month after the parties has made its representations to such counsel. Neither party shall delay making its representations to the counsel unreasonably. 16.3 If significant harm is acknowledged or established pursuant to Section 16.1 or 16.2, then NTJBPT shall use all reasonable measures, whether by legal action or otherwise, to prevent or stop such infringement. All costs, disbursements and expenses (including legal fees) of such action shall be borne by NTJBPT and any Licensed Intellectual Property damages recovered in such action shall be for the account of NTJBPT. Licensee agrees to co-operate with NTJBPT in any way necessary, but without expense to the Licensee, in the prosecution of such infringement action. 16.4 If a final judgment of a court of competent jurisdiction is rendered, pursuant to litigation contemplated in Sections 16.3 and 16.4 and as a result, NTJBPT or the Licensee is unable to maintain the exclusive use of the Technology in the Territory, or if NTJBPT or the Licensee has otherwise failed to prevent or stop the infringement activities complained of by a third party. During the term Licensee within 6 months of this Agreementthe Licensee’s request pursuant to Section 16.1, PureDepth and IGT each whichever comes first, then the Licensee shall have the right following options: 16.4.1 to institute an action for infringement terminate the Agreement; or 16.4.2 to limit the Agreement to the territorial extent of the Licensed Intellectual Property against such third party subject to country so affected;. G3P License Agreement 13 oct 14 NTJB Power Technology, LLC 16.5 In the followingevent: (i) PureDepth may institute suit, and, at its option, join IGT as a plaintiff. If PureDepth decides to institute suit, then it shall notify IGT in writing. If IGT 16.5.1 the Licensee does not notify PureDepth in writing within fifteen (15) days after the date request acknowledgement of the notice from PureDepth, that it will join in enforcing the Licensed Intellectual Property significant harm pursuant to Section 16.1; or 16.5.2 significant harm is not acknowledged or not established pursuant to Section 16.2; or 16.5.3 the provisions hereof, PureDepth shall bear the entire cost period of such litigation and 5 years referred to in Section 16.3 has expired. The Licensee shall be entitled to retain prosecute a patent infringement action in the entire amount name of NTJBPT or otherwise as may be required by local law. The Licensee shall bear all costs, disbursements and expenses (including legal fees) of such action and any recovery damages recovered in such action shall be for the account of the Licensee. NTJBPT agrees to co-operate with the Licensee in any way necessary but without expense to the Licensee, in the prosecution of such infringement action. 16.6 In the event that a final judgment of a court of competent jurisdiction is rendered, pursuant to litigation contemplated in Section 16.7 and as a result, is unable to maintain the exclusive use of the Technology in the country or settlement; (ii) If PureDepth opts not countries concerned of the Territory, or if NTJBPT has otherwise failed to institute suit as described prevent or stop the infringement activities complained of by the Licensee within 6 months of the Licensee’s notice in the case of Section 16.7 (i), IGT and PureDepth may agree to institute suit jointly, and in such case, the suit shall be brought in both their names, the out-of-pocket costs thereof shall be borne equally, and any recovery ) or settlement shall be shared equally. IGT and PureDepth shall agree to the manner in which they shall exercise control over such action. PureDepth may, if it so desires, also be represented by separate counsel of its own selection, the fees for which counsel shall be paid by PureDepth; (iii) If PureDepth notifies IGT that it has decided not to institute a suit in accordance with (i) and or within [NUMBER] months of is request in the absence case of agreement to institute a suit jointly, as provided in Section 16.7 (ii) above), IGT may institute suit andwhichever comes first, at its option, join PureDepth as a plaintiff. IGT shall bear the entire cost of such litigation and NTJBPT shall be entitled to retain the entire amount of any recovery or settlement; (iv) Should either PureDepth or IGT commence a suit under the provisions of limit this Section 5.02, and thereafter elect to abandon the same, such party shall give timely notice Agreement to the other party who may, if it territorial extent of the country or countries of the Territory so desires, continue prosecution of such suit, provided, however, that affected. 16.7 NTJBPT shall not be obliged to take any action after having received the sharing of expenses and any recovery in such suit shall be as agreed upon between PureDepth and IGT; (v) Notwithstanding Licensee’s notification or request pursuant to Section 16.1 during the terms of (ii), (iii) and (iv) above, PureDepth reserves the right to control an action insofar as a claim of invalidity is made by a third party as period prior to the PureDepth issuance of the Patents, except for such action that is required by local law to maintain NTJBPT’s rights and remedies with respect to such prior infringement and which may be enforceable only after issuance of the Patents. The Licensee is entitled to take such action at NTJBPT’s expense if NTJBPT does not take it within a reasonable period after receipt of the Licensee’s notification or request pursuant to Section 16.1.

Third Party Infringement. IGT CYBERKINETICS and EMORY shall each promptly inform PureDepth notify the other in writing of any alleged or threatened infringement or claim of any invalidity (hereinafter "Infringement") of which they become aware of patents included in the Licensed Intellectual Property by a third partyPatents, and the parties shall consult concerning the action to be taken. During the term of this Agreement, PureDepth and IGT each CYBERKINETICS shall have the right right, but not the obligation, to institute an action for infringement of the Licensed Intellectual Property against such third party subject to the following: (i) PureDepth may institute suit, and, prosecute or defend at its optionown expense any such Infringement. In such event, join IGT CYBERKINETICS shall have the right, if EMORY is a legally indispensable party, to bring such suit or action in the name of EMORY. CYBERKINETICS shall pay, on behalf of and instead of EMORY, any order for costs that may be made against EMORY by reason of it being joined as a plaintiffparty plaintiff in such proceedings by CYBERKINETICS, provided that EMORY will not be obligated to reimburse CYBERKINETICS for any costs so paid by CYBERKINETICS. If PureDepth decides to institute suit, then it CYBERKINETICS shall notify IGT in writing. If IGT does not notify PureDepth in writing within fifteen (15) days after the date of the notice from PureDepth, that it will join in enforcing the Licensed Intellectual Property pursuant to the provisions hereof, PureDepth shall bear the entire cost of such litigation and shall be entitled to retain the entire amount have sole control of any recovery such suit or settlement; (ii) If PureDepth opts not to institute suit as described in (i), IGT action and PureDepth may agree to institute suit jointly, and in such case, the suit shall be brought in both their names, the out-of-pocket costs thereof shall be borne equally, and any recovery all negotiations for its settlement or settlement shall be shared equally. IGT and PureDepth shall agree to the manner in which they shall exercise control over such action. PureDepth may, if it so desires, also be represented by separate counsel of its own selection, the fees for which counsel shall be paid by PureDepth; (iii) If PureDepth notifies IGT that it has decided not to institute a suit in accordance with (i) and in the absence of agreement to institute a suit jointly, as provided in (ii) above, IGT may institute suit and, at its option, join PureDepth as a plaintiff. IGT shall bear the entire cost of such litigation and shall be entitled to retain the entire amount of any recovery or settlement; (iv) Should either PureDepth or IGT commence a suit under the provisions of this Section 5.02, and thereafter elect to abandon the same, such party shall give timely notice to the other party who may, if it so desires, continue prosecution of such suit, compromise; provided, however, that CYBERKINETICS shall not settle or compromise any such suit or action or enter into any consent order for the sharing settlement or compromise thereof that adversely affects any rights of expenses EMORY hereunder without the prior written consent of EMORY, not to be unreasonably withheld. If, within sixty (60) days after CYBERKINETICS first becomes aware of any Infringement of the Licensed Patents, CYBERKINETICS fails to cause such Infringement to terminate or to bring a suit or action to compel termination, EMORY shall have the right, but not the obligation, to bring such suit or action to compel termination at the sole expense of EMORY. In such event, EMORY shall have the right, if CYBERKINETICS is a legally indispensable party, to bring such suit or action in the name of CYBERKINETICS. EMORY shall hold pay, on behalf of and instead of CYBERKINETICS, any recovery order for costs that may be made against *** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. CYBERKINETICS by reason of it being joined as a party plaintiff in such proceedings by EMORY, provided that CYBERKINETICS will not be obligated to reimburse EMORY for any costs so paid by EMORY. EMORY shall have sole control of any such suit or action and all negotiations for its settlement or compromise; provided, however, that EMORY shall not settle or compromise any such suit or action or enter into any consent order for the settlement or compromise thereof that adversely affects any rights of CYBERKINETICS hereunder without the prior written consent of CYBERKINETICS, not to be as agreed upon between PureDepth and IGT; (v) Notwithstanding the terms of (ii), (iii) and (iv) above, PureDepth reserves the right to control an action insofar as a claim of invalidity is made by a third party as to the PureDepth Patentsunreasonably withheld.

Third Party Infringement. IGT (a) Each party shall promptly inform PureDepth notify the other party in writing of any suspected or actual infringement of any Licensed Intellectual Property by a third party. During related to the term Products ("Infringement") and shall inform the other party of any evidence of such Infringement; (b) If at any time during the Term of this Agreement, PureDepth ATMI furnishes to Enthone reasonably convincing evidence of an infringement of Enthone's Intellectual Property related to the Products, Enthone shall take such reasonable action as it determines to be appropriate, in its sole discretion, to ▇▇▇▇▇ Infringement, including, without limitation, instituting suit for Infringement, instituting arbitration proceedings, or taking other action to ▇▇▇▇▇ the Infringement, with the costs and IGT each expenses of such action to be borne by Enthone. ATMI agrees to reasonably assist and cooperate with Enthone in such abatement action and may, at its option and expense, retain counsel of its own in connection with such action. (c) If Enthone does not take action or abandons efforts to ▇▇▇▇▇ the Infringement, it shall give ATMI prompt written notice of such determination, and ATMI shall have the right to institute an bring suit or take any other action it deems appropriate in its sole discretion to ▇▇▇▇▇ the Infringement and shall have the right for infringement of the Licensed Intellectual Property against such third purpose to join Enthone as a party subject to the following:plaintiff. (id) PureDepth may institute suitThe parties shall share any recovery of damages and other judgments resulting from all proceedings and other actions prosecuted and undertaken by Enthone to ▇▇▇▇▇ Infringement, andin the same proportion as the parties have respectively suffered actual losses and damages resulting from the Infringement(s), at its option, join IGT as a plaintiffprovided that any such recovery of damages and other judgments shall first be allocated to compensate Enthone in respect of actual expenditures made by it in prosecuting and undertaking proceedings and other actions to ▇▇▇▇▇ the Infringement. If PureDepth decides to institute suit, then it shall notify IGT in writing. If IGT does not notify PureDepth in writing within fifteen (15) days after the date of the notice from PureDepth, that it will join in enforcing the Licensed Intellectual Property pursuant to the provisions hereof, PureDepth shall bear the entire cost of such litigation and ATMI shall be entitled to retain the entire amount of any recovery or settlement; (ii) If PureDepth opts not to institute suit as described in (i), IGT and PureDepth may agree to institute suit jointlyretain, and in such case, the suit shall be brought in both their names, the out-of-pocket costs thereof shall be borne equally, and any recovery or settlement shall be shared equally. IGT and PureDepth shall agree except to the manner in which they shall exercise control over such action. PureDepth may, if compensate Enthone for expenses incurred by it so desires, also be represented by separate counsel of its own selection, the fees for which counsel shall be paid by PureDepth; (iii) If PureDepth notifies IGT that it has decided not to institute a suit in accordance with (i) and in the absence of agreement to institute a suit jointly, as provided in (ii) above, IGT may institute suit and, at its option, join PureDepth as a plaintiff. IGT shall bear the entire cost result of such litigation and shall be entitled to retain the entire amount of any recovery or settlement; (iv) Should either PureDepth or IGT commence a suit under the provisions of this Section 5.02, and thereafter elect to abandon the same, such party shall give timely notice to the other party who may, if it so desires, continue prosecution of such suit, provided, however, that the sharing of expenses and any recovery in such suit shall be as agreed upon between PureDepth and IGT; (v) Notwithstanding the terms of (ii), (iii) and (iv) above, PureDepth reserves the right to control an action insofar ATMI joining Enthone as a claim of invalidity is made party plaintiff, Enthone shall not share in, recoveries obtained by a third party as ATMI in prosecuting and undertaking proceedings and other actions to the PureDepth Patents▇▇▇▇▇ Infringement pursuant to Section 11.5(c).

Third Party Infringement. IGT (a) Each Party shall promptly inform PureDepth of any infringement of any Licensed Intellectual Property by a third party. During report in writing to each other Party during the term of this AgreementAgreement any (i) known infringement or suspected infringement of any of the Patent Rights, PureDepth or (ii) unauthorized use or misappropriation of Know-How or Background Technology by a third party of which it becomes aware, and IGT shall provide each other Party with all available evidence to support said infringement, suspected infringement or unauthorized use or misappropriation. (b) Except as provided in Section 8.4(d) below, Holmedco shall have the right to institute initiate an action for infringement or other appropriate suit anywhere in the world against any third party who at any time has infringed, or is suspected of infringing, any of the Licensed Intellectual Property Patent Rights or of using without proper authorization all or any portion of the Know-How or Background Technology. Holmedco shall give Colthurst sufficient advance notice of its intent to fi▇▇ ▇▇▇▇ ▇uit and the reasons therefore, and shall provide Colthurst with an opportunity to make suggestions and commen▇▇ ▇egarding such suit. Holmedco shall keep Colthurst promptly informed, and shall from time to tim▇ ▇▇▇▇▇▇▇ with Colthurst regarding the status of any such suit and sha▇▇ ▇▇▇▇▇▇e Colthurst with copies of all documents filed in, and al▇ ▇▇▇▇▇▇▇ communications relating to, such suit. (c) Holmedco shall have the sole and exclusive right to select counsel for any suit referred to in subsection (b) above and shall pay all expenses of the suit, including without limitation attorneys' fees and court costs but shall be entitled to receive and retain any damages, royalties, settlement fees or other consideration (collectively, "Infringement Proceeds"); provided, however, Holmedco shall remit to Colthurst such portion of the Infringement Proceeds as Holme▇▇▇ ▇▇▇ Colthurst may agree upon in light of Colthurst's royalty rig▇▇▇ ▇▇▇▇▇ this Agreement or, if ▇▇▇▇ ▇▇▇▇▇▇ agree on an amount, such amount as determined by the arbitrator under Section 12 below. If necessary, Colthurst shall be joined as a party to the suit but sh▇▇▇ ▇▇ ▇▇der no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit. Colthurst shall offer reasonable assistance to Holmedco ▇▇ ▇▇▇▇▇ction therewith at no charge to Holmedco except for reimbursement of reasonable out-of-pocket expenses, including salaries of Colthurst personnel, incurred in rendering such assistance. ▇▇▇▇hurst shall have the right to participate and be represe▇▇▇▇ ▇▇ ▇ny such suit by its own counsel at its own expense. Holmedco shall not settle any such suit involving rights of Colthurst without obtaining the prior written consent o▇ ▇▇▇▇▇▇▇st which consent shall not be unreasonably withh▇▇▇. (d) In the event that Holmedco elects not to initiate an infringement or other appropriate suit pursuant to subsection (b) above, Holmedco shall promptly advise Colthurst of its intent not to initiate such suit, and ▇▇▇▇▇▇▇▇▇ shall have the right, at the expense of Colthurst, ▇▇ initiating an infringement or other appro▇▇▇▇▇▇ ▇▇it against such any third party subject who at any time has infringed, or is suspected of infringing, any of the Patent Rights or of using without proper authorization all or any portion of the Know-How or Background Technology. In exercising its rights pursuant to this subsection (d), Colthurst shall have the following: (i) PureDepth may institute sole and exclusive right to se▇▇▇▇ ▇▇▇▇sel and shall pay all expenses of the suit, andincluding without limitation attorneys' fees and court costs, at its option, join IGT as a plaintiff. If PureDepth decides to institute suit, then it shall notify IGT in writing. If IGT does not notify PureDepth in writing within fifteen (15) days after the date of the notice from PureDepth, that it will join in enforcing the Licensed Intellectual Property pursuant to the provisions hereof, PureDepth shall bear the entire cost of such litigation and shall be entitled to receive and retain the entire amount of any recovery or settlement; (ii) If PureDepth opts not to institute suit as described in (i), IGT and PureDepth may agree to institute suit jointly, and in such case, the suit shall be brought in both their names, the out-of-pocket costs thereof shall be borne equally, and any recovery or settlement shall be shared equally. IGT and PureDepth shall agree to the manner in which they shall exercise control over such action. PureDepth may, if it so desires, also be represented by separate counsel of its own selection, the fees for which counsel shall be paid by PureDepth; (iii) If PureDepth notifies IGT that it has decided not to institute a suit in accordance with (i) and in the absence of agreement to institute a suit jointly, as provided in (ii) above, IGT may institute suit and, at its option, join PureDepth as a plaintiff. IGT shall bear the entire cost of such litigation and shall be entitled to retain the entire amount of any recovery or settlement; (iv) Should either PureDepth or IGT commence a suit under the provisions of this Section 5.02, and thereafter elect to abandon the same, such party shall give timely notice to the other party who may, if it so desires, continue prosecution of such suit, Infringement Proceeds; provided, however, that Colthurst shall remit to Holmedco such portion of the sharing Infrin▇▇▇▇▇▇ Proceeds as Holmedco and Colthurst may agree upon in light of expenses and any recovery in Holmedco's exclusi▇▇ ▇▇▇▇▇▇e rights under this Agreement or, if they cannot agree on an amount, such suit amount as determined by the arbitrator under Section 12 below. If necessary, Holmedco shall be joined as agreed upon between PureDepth and IGT; (v) Notwithstanding a party to the terms suit but shall be under no obligation to participate except to the extent that such participation is required as a result of (ii)being named party to the suit. At Colthurst's request, (iii) and (iv) aboveHolmedco shall offer reasonable assista▇▇▇ ▇▇ Colthurst in connection therewith at no charge to Colthurst ▇▇▇▇▇▇ ▇▇r reimbursement of reasonable out-of-▇▇▇▇▇▇ ▇xpenses, PureDepth reserves including salaries of Holmedco's personnel, incurred in rendering such assistance. Holmedco shall have the right to control an action insofar as a claim of invalidity is made participate and be represented in any such suit by a third party as to the PureDepth Patentsits own counsel at its own expense.

Third Party Infringement. IGT (a) In the event that either GW or Cellegy becomes aware of any product made, used, or sold in the Territory which it believes to infringe a Valid Claim or misappropriation of Know-How, such party (the "Notifying Party") shall promptly inform PureDepth advise the other party of any all the relevant facts and circumstances known by the Notifying Party in connection with the infringement or misappropriation. (b) The parties agree that Cellegy shall have the right, at its own expense, to enforce such Patent Rights against such infringement. GW and its Affiliates shall fully cooperate with Cellegy with respect to the investigation and prosecution of any Licensed Intellectual Property such alleged infringement or misappropriation including the joining of GW and its Affiliates as parties to such action, as may be required by a third party. During the term law of this Agreement, PureDepth and IGT each the particular forum where enforcement is being sought. (c) GW shall have the right (at its own expense) to institute an action for infringement of enforce, and Cellegy does hereby grant to GW the Licensed Intellectual Property right to enforce, such Patent Rights against such third party subject to the followinginfringement, if: (i) PureDepth may institute suitCellegy shall fail, and, at its option, join IGT as a plaintiff. If PureDepth decides to institute suit, then it shall notify IGT in writing. If IGT does not notify PureDepth in writing within fifteen sixty (1560) days after learning of such infringement, (a) to terminate such infringement or (b) to take reasonable action to investigate such alleged infringement and, if such infringement is reasonably demonstrated, to institute an action to ▇▇▇▇▇ such alleged infringement and, thereafter, to prosecute such action diligently, or (ii) Cellegy earlier notifies GW that Cellegy does not plan to terminate the date infringement or institute such action, Cellegy shall fully cooperate with GW in such effort including being joined as a party to such action, if necessary. Cellegy and its Affiliates shall fully cooperate with GW with respect to the investigation and prosecution of such alleged infringement or misappropriation including the joining of Cellegy and its Affiliates as a party to such action, as may be required by the law of the notice from PureDepth, that it will join in enforcing the Licensed Intellectual Property pursuant to the provisions hereof, PureDepth shall bear the entire cost of such litigation and particular forum where enforcement is being sought. (d) Cellegy shall be entitled to retain the entire amount of keep any recovery damages or settlement; (ii) If PureDepth opts not to institute suit as described costs recovered by Cellegy in (i)connection with any action filed by Cellegy hereunder, IGT and PureDepth may agree to institute suit jointly, and in such case, the suit shall be brought in both their names, the after first reimbursing GW for any out-of-pocket costs thereof shall be borne equally, and any recovery or settlement shall be shared equally. IGT and PureDepth shall agree to the manner expenses in which they shall exercise control over such action. PureDepth may, if it so desires, also be represented by separate counsel of its own selection, the fees for which counsel shall be paid by PureDepth; (iii) If PureDepth notifies IGT that it has decided not to institute a suit in accordance with (i) and in the absence of agreement to institute a suit jointly, as provided in (ii) above, IGT may institute suit andassisting Cellegy, at its optionCellegy's request, join PureDepth as a plaintiffhereunder. IGT shall bear the entire cost of such litigation and GW shall be entitled to retain keep any damages or costs recovered by GW in connection with any action filed by GW hereunder, after first reimbursing Cellegy for any out-of-pocket costs and expenses in assisting GW hereunder. In the entire amount of event that the parties agree to prosecute such infringement jointly, any recovery damages, costs or settlement; (iv) Should either PureDepth or IGT commence a suit under settlement proceeds received by the provisions of this Section 5.02, and thereafter elect to abandon parties will be split between the same, such party shall give timely notice parties in proportion to the other expenses incurred by each in prosecuting such infringement, after first reimbursing each party who mayfor any such expenses. Such expenses shall include, if it so desiresbut not be limited to, continue prosecution the parties out of such suit, provided, however, that the sharing of pocket expenses and any recovery internal costs incurred in prosecuting such suit shall be as agreed upon between PureDepth and IGT; (v) Notwithstanding the terms of (ii), (iii) and (iv) above, PureDepth reserves the right to control an action insofar as a claim of invalidity is made by a third party as to the PureDepth Patentsinfringement.

Third Party Infringement. IGT shall promptly inform PureDepth of If, at any infringement of any Licensed Intellectual Property by a third party. During time during the term of this Agreement, PureDepth either Party shall become aware of any Third Party infringement or threatened infringement of any of the Patent Rights relating to GPEx® Cell Line, the following provisions shall apply: A. The Party becoming so aware shall forthwith give written notice to the other of such infringement. B. If there is disagreement as to whether the act complained of is in fact an infringement of any of the Patent Rights or whether such infringement proceedings stand a reasonable chance of success, the Parties shall refer such issue to a mutually agreed independent and IGT each experienced patent counsel, and the costs incurred in this regard shall be borne by the party whose view does not prevail. In the event that the Parties cannot agree on a suitable independent patent counsel within thirty days of a nomination of such counsel by a Party, the Parties shall submit such impasse to CPR Institute for Dispute Resolution, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ which shall designate such independent counsel and under whose auspices the independent counsel shall render a decision. C. With or without the advice of the independent patent counsel, Catalent shall have the right to institute an action for litigate such alleged third party infringement in such country. Catalent shall notify Xencor within […***…] after the written notice described in (1) above (or, if later, […***…] after the decision of the Licensed Intellectual Property against patent counsel described in clause (2) above) whether it intends to so litigate. Xencor shall, upon request of Catalent and at Catalent’s expense, provide Catalent with all such third party subject to assistance as it may reasonably require in the following: (i) PureDepth may institute suit, and, at its option, join IGT as a plaintiffconduct of such claims or proceedings. If PureDepth decides to institute suit, then it shall notify IGT in writing. If IGT does not notify PureDepth in writing within fifteen (15) days after the date of the notice from PureDepth, that it will join in enforcing the Licensed Intellectual Property pursuant to the provisions hereof, PureDepth Catalent shall bear the entire cost of such litigation proceedings and shall be entitled to retain the entire amount of any recovery or settlement; (ii) If PureDepth opts not to institute suit as described in (i), IGT and PureDepth may agree to institute suit jointly, and all sums recovered in such case, the suit shall be brought in both their names, the out-of-pocket costs thereof shall be borne equally, and any recovery or settlement shall be shared equally. IGT and PureDepth shall agree to the manner in which they shall exercise control over such action. PureDepth may, if it so desires, also be represented by separate counsel of action for its own selection, the fees for which counsel shall be paid by PureDepth; (iii) If PureDepth notifies IGT that it has decided not to institute a suit in accordance with (i) and in the absence of agreement to institute a suit jointly, as provided in (ii) above, IGT may institute suit and, at its option, join PureDepth as a plaintiff. IGT shall bear the entire cost of such litigation and shall be entitled to retain the entire amount of any recovery or settlement; (iv) Should either PureDepth or IGT commence a suit under the provisions of this Section 5.02, and thereafter elect to abandon the same, such party shall give timely notice to the other party who may, if it so desires, continue prosecution of such suit, account; provided, however, that to the sharing extent such recovery represents lost profits on Product sales arising from such infringement, […***…] ([…***…]%) of expenses such amount shall be paid to Xencor D. If Catalent (i) determines not to litigate in accordance with clause (C) above and the patent counsel described in clause (B) above has opined that the act complained of is, or most *** Confidential Treatment Requested likely is, an infringement in such country or (ii) fails to reasonably pursue such litigation, then Xencor may, in its sole discretion and expense, bring suit in its name to restrain such Third Party infringement. In such event Xencor shall conduct such proceedings properly and diligently and shall keep Catalent timely apprised of the course of such litigation. The net proceeds of such action will be retained by Xencor. E. In the event of any action permitted under this Section 8.2 by either party, the other party will provide the necessary and timely assistance in such action on reasonable terms and conditions to be agreed on at such time. In connection with any deliberations concerning the prospects for successfully bringing suit to enjoin such infringement, the parties shall promptly and fully make available to each other their information concerning the validity and enforceability of the relevant Patent Rights and any recovery in such suit other relevant information. F. For the avoidance of doubt and notwithstanding any other provision of this Agreement to the contrary, as between the Parties, Xencor shall be as agreed upon between PureDepth and IGT; (v) Notwithstanding have the terms of (ii), (iii) and (iv) above, PureDepth reserves the sole right to control an action insofar as institute infringement actions with respect to any allegedly infringing activity involving a claim of invalidity Product other than any such activity that infringes or is made by a third party as alleged to infringe the PureDepth PatentsPatent Rights, and to retain all recoveries from such actions.

Third Party Infringement. IGT shall promptly inform PureDepth In the event LICENSEE or LICENSOR becomes aware of any infringement of any Licensed Intellectual Property by a third party. During the term of this Agreement, PureDepth and IGT each shall have the right to institute an action for actual or threatened infringement of the Licensed Intellectual Property against such third party subject PATENTS with respect to the following: LICENSED PRODUCTS, that party shall promptly notify the other and the parties shall discuss the most appropriate action to take. Both parties shall use their reasonable efforts in cooperating with each other to terminate such infringement without litigation. LICENSEE, as exclusive licensee, shall have power to institute and prosecute at its own expense suits for infringement (ipast, current and future) PureDepth may institute suitof the PATENTS within the LICENSED TERRITORY and the FIELD OF USE, and, at its optionif required by law, LICENSOR will join IGT as a plaintiffparty plaintiff in such suits. If PureDepth decides This power includes the power to institute recover all damages awarded in consequence of the infringement. All expenses in such suits brought by LICENSEE will be borne entirely by LICENSEE, and LICENSEE will pay to LICENSOR [***] of any excess of recoveries, damages and awards over litigation expenses not previously reimbursed by the defendant or insurance in such suits. In this event, LICENSOR shall cooperate with LICENSEE in the suit, then it shall notify IGT in writing. If IGT does not notify PureDepth in writing within fifteen Within one hundred twenty (15120) days after the date of the notice from PureDepthnotification of infringement, that it will join in enforcing the Licensed Intellectual Property pursuant if attempts to the provisions hereof▇▇▇▇▇ such infringement are unsuccessful, PureDepth shall bear the entire cost of such litigation and shall be entitled to retain the entire amount of any recovery or settlement; (ii) If PureDepth opts if LICENSEE elects not to institute suit as described in (i), IGT and PureDepth may agree or fails to institute or prosecute any suit jointlyto enjoin or recover damages from any infringer, and in such case, the suit shall be brought in both their names, the out-of-pocket costs thereof shall be borne equally, and any recovery or settlement shall be shared equally. IGT and PureDepth shall agree to the manner in which they shall exercise control over such action. PureDepth then LICENSOR alone may, if it so desiresin its sole discretion and at its expense, also initiate and conduct an infringement action and keep any settlement or award which may be represented by separate counsel of its own selectionobtained. In this event, the fees for which counsel LICENSEE shall be paid by PureDepth; (iii) If PureDepth notifies IGT that it has decided not to institute a suit in accordance cooperate with (i) and LICENSOR in the absence of agreement to institute a suit jointly, as provided in (ii) above, IGT may institute suit and, at its option, join PureDepth as a plaintiffsuit. IGT shall bear the entire cost of such litigation LICENSEE and shall be entitled to retain the entire amount of LICENSOR agree that neither will settle any recovery or settlement; (iv) Should either PureDepth or IGT commence a suit action commenced by it under the provisions of this Section 5.02, and thereafter elect 11.05 in a manner that is materially prejudicial to abandon the same, such party shall give timely notice any PATENT or to the other party who mayparty's interests under this License Agreement without the other party's prior written approval. The parties recognize that LICENSOR may also license some of the PATENTS to third parties for other than the FIELD OF USE licensed to LICENSEE under this License Agreement; and if that does occur and there are infringement actions which affect both LICENSEE and said third party, if it so desiresthen the parties agree that there will be cooperation between LICENSOR, continue prosecution LICENSEE and said third party(ies) regarding the handling of such suitthe infringement claim and an equitable allocation of any settlement or award based upon the relative rights and contributions of LICENSOR, provided, however, that LICENSEE and the sharing of expenses and any recovery in such suit shall be as agreed upon between PureDepth and IGT; (v) Notwithstanding the terms of (iithird party(ies), (iii) and (iv) above, PureDepth reserves the right to control an action insofar as a claim of invalidity is made by a third party as to the PureDepth Patents.