Licensed Patents; each in accordance with the applicable laws of any country. Each Party agrees to execute any documents and to take any additional actions as the other Party may reasonably request in connection therewith. Licensee shall reimburse Research Institute for any expenses incurred by Research Institute for the foregoing.
5.4 Challenge. In the event Licensee intends to challenge the validity or enforceability of any of the Licensed Patents, Licensee agrees that it shall: (a) give Research Institute **** prior written notice; (b) continue to make all payments associated with costs and expenses associated with preparation, filing, and maintenance of the Licensed Patents in escrow or other similar third-party administered trust account; and (c) continue to comply and require any sublicensee to comply with the terms and conditions of this Agreement. In the event that one or more of the Licensed Patents are found by a court of law or other arbitration tribunal to be invalid or unenforceable, then any funds paid into the foregoing escrow account shall be released in full and paid to ****. For purposes of clarity, no payment (outside the expenses outlined in this Article 5 made to Research Institute is refundable or may be offset, including any amounts paid under this Agreement prior to or during the period of the challenge, even if the challenge is successful or it is otherwise determined that the Licensed Patents do not include valid claims.
6.1 Notice. Licensee shall promptly notify Research Institute of any actual or suspected infringement of any Licensed Patent and furnish any available evidence thereof (“Infringement Notice”). Both Parties shall use reasonable efforts and cooperate to terminate infringement in the Licensed Territory and within the Field of Use without litigation.
6.2 Research Institute Abatement. Research Institute shall have the right, but shall not be obligated, to bring, control and settle any action to enforce the Licensed Patents, and, in furtherance of such right, Licensee shall cooperate with Research Institute, including joining the suit as reasonably requested, without expense to Licensee. Any recovery or damages received in an action brought by Research Institute shall be retained by ****.
6.3 Licensee Abatement. If, within **** after the date of the Infringement Notice, Research Institute has not acted to abate the alleged infringement, and Licensee has fully cooperated pursuant to Sections 6.1 and 6.2, then Licensee shall have the right, but shall not be obligated, to bring an action to enforce Licensed Patents in the Field of Use and Licensed Territory and, in furtherance of such right, Research Institute hereby agrees that it shall cooperate with Licensee, without expense to Research Institute, but shall not be required to join the suit unless it elects to do so in its sole discretion. Licensee shall notify Research Institute in writing in the event that Licensee decides to initiate suit. The total cost of any such infringement action commenced or defended solely by Licensee shall be borne by Licensee and from any recovery or damages therefrom shall be ****.
6.4 Settlement. The abating Party shall have the right to reasonably settle an action filed pursuant to Section 6.3, provided that such settlement does not impose any material obligations on any Party including compromising the Licensed Patents, or admit fault.
REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
7.1 Representations and Warranties. Each of Licensee and Research Institute represents and warrants to the other Party that: (a) it is and shall be at all times during the Term a valid legal entity existing under the law of its state of its incorporation with the power to own all of its properties and assets and to carry on its business as it is currently being conducted; (b) the execution and delivery of this