CREDITS.
ASSIGNEE MAY CREDIT ANY LITIGATION
COSTS INCURRED BY ASSIGNEE IN ANY COUNTRY PURSUANT TO THIS ARTICLE 6 AND ANY
AMOUNTS PAID IN JUDGMENT OR SETTLEMENT OF LITIGATION WITHIN THIS ARTICLE 6
AGAINST REVENUE SHARE PAYMENTS THEREAFTER PAYABLE TO ASSIGNORS PURSUANT TO
SECTION 4 ABOVE FOR SUCH COUNTRY.
IF SUCH AGGREGATE AMOUNTS IN SUCH COUNTRY
EXCEED 50% OF REVENUE SHARE PAYABLE TO ASSIGNORS PURSUANT TO SECTION 4 ABOVE IN
ANY YEAR IN WHICH SUCH COSTS ARE INCURRED, THEN THE AMOUNT OF SUCH COSTS,
EXPENSES AND AMOUNTS PAID IN JUDGMENT OR SETTLEMENT IN EXCESS OF SUCH 50% OF
SUCH REVENUE SHARE PAYABLE SHALL BE CARRIED OVER AND CREDITED AGAINST REVENUE
SHARE PAYMENTS PURSUANT TO SECTION 4 HEREOF IN FUTURE YEARS FOR SUCH COUNTRY.
6.9
COOPERATION.
IN ANY SUIT TO ENFORCE AND/OR
DEFEND THE INVENTORS PATENTS PURSUANT TO THIS AGREEMENT, ASSIGNORS SHALL, AT THE
REQUEST AND EXPENSE OF ASSIGNEE, COOPERATE IN ALL RESPECTS AND, TO THE EXTENT
POSSIBLE, HAVE ITS EMPLOYEES TESTIFY WHEN REQUESTED AND MAKE AVAILABLE RELEVANT
RECORDS, PAPERS, INFORMATION, SAMPLES, SPECIMENS, AND THE LIKE.
7.
COMPLIANCE WITH REQUIREMENTS OF EMPLOYER ACADEMIC INSTITUTIONS
7.1
THE PARTIES ACKNOWLEDGE THAT DAVID IS AN
EMPLOYEE OF THE UNIVERSITY OF MELBOURNE AND, AS SUCH, IS BOUND BY CERTAIN
OBLIGATIONS TO INCORPORATE CERTAIN PROVISIONS INTO THIS AGREEMENT, AS SET FORTH
IN THIS SECTION 7 AND SECTION 9, BELOW.
7.2
THE ASSIGNORS REPRESENT AND WARRANT TO
ASSIGNEE THAT (I) THEY HAVE DISCLOSED TO ASSIGNEE ALL OF THEIR OBLIGATIONS TO
THEIR RESPECTIVE EMPLOYERS, AND THE TERMS OF THIS AGREEMENT COMPLY WITH THE
RULES AND REGULATIONS OF THEIR RESPECTIVE EMPLOYERS; AND (II) THEY SHALL COMPLY
WITH ALL OF THE OBLIGATIONS ON THEM SET FORTH IN THE STATUTES GOVERNING THEIR
EMPLOYERS.
7.3
ASSIGNEE AND THE ASSIGNORS AGREE NOT TO USE
THE
NAME OF AN ASSIGNOR'S EMPLOYER WITHOUT FIRST OBTAINING THE WRITTEN CONSENT
OF THAT EMPLOYER, WHICH CONSENT MAY BE WITHHELD OR GIVEN AT THE EMPLOYER'S
ABSOLUTE DISCRETION WITHOUT BEING REQUIRED TO ASSIGN ANY REASON THEREFOR.
10
7.4
THE PARTIES HEREBY ACKNOWLEDGE THAT THE
UNIVERSITY OF MELBOURNE IS NOT OBLIGED TO PROMOTE, SUPPORT OR DEFEND ANY LEGAL
ACTION IN RELATION TO OR ARISING FROM THE EXERCISE OF ANY RIGHTS HEREUNDER.
NEITHER THE ASSIGNORS NOR ASSIGNEE SHALL INSTITUTE PROCEEDINGS AGAINST THE
UNIVERSITY OF MELBOURNE OR JOIN THE UNIVERSITY OF MELBOURNE IN ANY PROCEEDINGS
BROUGHT BY ANOTHER PERSON WITH RESPECT TO INTELLECTUAL PROPERTY WHICH IS THE
SUBJECT OF THIS AGREEMENT.
7.5
ASSIGNEE HEREBY AGREES TO CARRY INSURANCE
APPROPRIATE IN SCOPE TO COVER THE COMMERCIAL EXPLOITATION OF INTELLECTUAL
PROPERTY HEREUNDER, WHICH SHALL NAME THE UNIVERSITY OF MELBOURNE AS NAMED
INSURED.
7.6
ASSIGNEE ACKNOWLEDGES THE RIGHTS OF THE
UNIVERSITY OF MELBOURNE WHICH ARE SET FORTH IN STATUTE 14.1.5 OF THE RULES OF
THE UNIVERSITY OF MELBOURNE.
7.7
ASSIGNEE HEREBY ACKNOWLEDGES THE PROVISIONS
OF SECTION 14.1 OF THE STATUTE OF THE UNIVERSITY OF MELBOURNE.
8.
REPRESENTATIONS AND WARRANTIES
8.1
GENERAL.
EACH PARTY REPRESENTS AND WARRANTS
TO THE OTHER PARTY THAT AS OF THE EFFECTIVE DATE:
(A)
IT HAS THE LEGAL RIGHT AND AUTHORITY TO
EXTEND