of the Patent Rights in the action or, or if Licensee’s license to a Valid Claim in the suit terminates,
Harvard may elect to take control of the action pursuant to Section 7.3. Any and all expenses,
including reasonable attorneys’ fees, incurred by Harvard with respect to the prosecution,
adjudication and/or settlement of such suit, including any related appeals, shall be paid for entirely
by Licensee and Licensee shall hold Harvard free, clear and harmless from and against any and all
such expenses. The expenses of such suit or suits that Licensee elects to bring, including any
expenses of Harvard incurred in conjunction with the prosecution of such suits or the settlement
thereof, shall be paid for entirely by Licensee and Licensee shall hold Harvard free, clear and
harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees.
Licensee shall not compromise or settle such litigation without the prior written consent of
Harvard, which consent shall not be unreasonably withheld or delayed. In the event Licensee
exercises its right to sue pursuant to this Section 7.2, it shall first reimburse itself out of any sums
recovered in such suit or in settlement thereof for all costs and expenses of every kind and
character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such
suit. If, after such reimbursement, any funds shall remain from said recovery, then Harvard shall
receive an amount equal to ____________ percent (__%) of such funds and the remaining
___________ percent (__%) of such funds shall be retained by Licensee.
7.3. Suit by Harvard. If Licensee does not take action in the prosecution, prevention,
or termination of any Infringement pursuant to Section 7.2 above, and has not commenced
negotiations with the infringer for the discontinuance of said Infringement, within ninety (90) days
after receipt of notice to Licensee by Harvard of the existence of an Infringement, Harvard may
elect to do so. Should Harvard elect to bring suit against an infringer and Licensee is joined as
party plaintiff in any such suit, Licensee shall have the right to approve the counsel selected by
Harvard to represent Harvard and Licensee, such approval not to be unreasonably withheld. Any
and all expenses, including reasonable attorneys’ fees, incurred by Licensee with respect to the
prosecution, adjudication and/or settlement of such suit, including any related appeals, shall be
paid for entirely by Harvard and Harvard shall hold Licensee free, clear and harmless from and
against any and all such expenses. Harvard shall not compromise or settle such litigation without
the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed.
In the event Harvard exercises its right to sue pursuant to this Section 7.3, it shall first reimburse
itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of
every kind and character, including reasonable attorneys’ fees, necessarily incurred in the
prosecution of any such suit. If, after such reimbursement, any funds shall remain from said
recovery, then Licensee shall receive an amount equal to _________ percent (__%) of such funds
and the remaining _________ percent (__%) of such funds shall be retained by Harvard.
7.4. Own Counsel. Each party shall always have the right to be represented by counsel
of its own selection and at its own expense in any suit instituted under this Article 7 by the other
party for Infringement.
7.5. Cooperation. Each party agrees to cooperate fully in any action under this Article
7 that is controlled by the other party, provided that the controlling party reimburses the