6.1 Notice. Licensee shall promptly notify Children’s 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 Children’s Abatement. Children’s 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 Children’s, including joining the suit as reasonably requested, without expense to Licensee. Any recovery or damages received in an action brought by Children’s shall be retained by ****.
6.3 Licensee Abatement. If, within **** after the date of the Infringement Notice, Children’s 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, Children’s hereby agrees that it shall cooperate with Licensee, without expense to Children’s, but shall not be required to join the suit unless it elects to do so in its sole discretion. Licensee shall notify Children’s 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 Children’s 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 Agreement has been duly authorized and no further approval, corporate or otherwise, is required in order to execute this valid, binding and enforceable Agreement, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors’ rights generally and the application of general principles of equity and judicial discretion; (c) it shall comply with the terms and conditions of this Agreement and all applicable international, national, or local laws and regulations in its performance under this Agreement and development, manufacture and sale, use, transfer and other disposition of the Licensed Products; and (d) its execution, delivery, and performance of this Agreement shall not conflict in any material fashion with the terms of any other agreement or instrument to which it is or becomes a party or by which it is or becomes bound. Children’s represents to Licensee that (a) it has not previously assigned, conveyed or otherwise encumbered its right, title and interest in the Licensed Technology and (b) it is authorized to grant the rights to the Licensed Technology herein to Licensee.
7.2 Disclaimers. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY SET FORTH IN THIS ARTICLE 7, AND RESEARCH INSTITUTE ON BEHALF OF THEMSELVES AND THEIR AFFILIATES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE, WITH RESPECT TO THE