or symbol of STANFORD or the Stanford Health Services, or that is
associated with either of them, without STANFORD's prior written consent.
Notwithstanding the above, LICENSEE may use in any manner it deems fit the
name(s) of STANFORD faculty members or employees who are inventors on the
Inventions, Licensed Patents and/ or Licensed Products, and who are employees of
or have a consulting agreement with LICENSEE ("Affiliates"), provided that
LICENSEE obtains the voluntary consent of the Affilites for such use.
STANFORD
agrees that the names of the Affiliates and Affiliates' connection with STANFORD
will appear in disclosure documents required by securities laws, and in other
regulatory and administrative filings in the ordinary course of LICENSEE'S
business.
Any use of STANFORD's name shall be limited to statements of fact and
shall not imply endorsement of LICENSEE's products or services.
7
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Exchange Act.
12.
PATENT PROTECTION AND INFRINGEMENT
12.1
LICENSEE SHALL HAVE THE PRIMARY RESPONSIBILITY
FOR THE PROSECUTION, FILING AND MAINTENANCE OF ALL LICENSED PATENTS, INCLUDING
THE CONDUCT OF ALL INTERFERENCE, OPPOSITION, NULLITY AND REVOCATION PROCEEDINGS,
USING COUNSEL OF ITS CHOICE; PROVIDED, HOWEVER, THAT STANFORD SHALL HAVE
REASONABLE OPPORTUNITY TO ADVISE AND CONSULT WITH LICENSEE ON SUCH MATTERS AND
MAY INSTRUCT LICENSEE TO TAKE SUCH ACTION AS STANFORD REASONABLY BELIEVES
NECESSARY TO PROTECT THE LICENSED PATENT(S).
SHOULD LICENSEE ELECT TO ABANDON
ANY PATENT OR PATENT APPLICATION IN ANY COUNTRY, IT SHALL GIVE TIMELY NOTICE TO
STANFORD, WHO MAY CONTINUE PROSECUTION OR MAINTENANCE, AT ITS SOLE EXPENSE AND
LICENSEE SHALL HAVE NOT FURTHER RIGHTS WITH RESPECT TO SUCH PATENT APPLICATION
OR PATENT IN SUCH COUNTRY.
IN THE EVENT THAT A CONFLICT ARISES WITH RESPECT TO
PATENT COUNSEL SELECTED BY LICENSEE, STANFORD MAY, WITH JUST CAUSE AND AFTER
CONSULTING WITH LICENSEE, SELECT NEW PATENT COUNSEL REASONABLY ACCEPTABLE TO
LICENSEE.
12.2
PAYMENT OF ALL REASONABLE FEES AND COSTS RELATING
TO THE FILING, PROSECUTION AND MAINTENANCE OF ALL PATENT APPLICATIONS AND
PATENTS WITHIN THE LICENSED PATENT(S), INCLUDING INTERFERENCE AND/OR OPPOSITION,
NULLITY AND REVOCATION PROCEEDINGS, SHALL BE THE RESPONSIBILITY OF LICENSEE.
STANFORD SHALL DIRECT THE PATENT COUNSEL TO SEND INVOICES FOR SUCH FEES AND
COSTS DIRECTLY TO LICENSEE WITH A COPY TO STANFORD, AND LICENSEE SHALL PAY SUCH
PATENT COUNSEL DIRECTLY AMOUNTS DUE.
12.3
STANFORD SHALL PROMPTLY INFORM LICENSEE OF ANY
SUSPECTED INFRINGEMENT OF ANY LICENSED PATENT BY A THIRD PARTY AND ANY
DECLARATORY JUDGMENT FILED WITH RESPECT TO ANY LICENSED PATENT.
LICENSEE SHALL
HAVE THE INITIAL RIGHT BUT NOT THE OBLIGATION, AT ITS EXPENSE, TO INITIATE AND
CONTROL ANY PROCEEDING RELATING TO ANY INFRINGEMENT BY A THIRD PARTY OF ANY
LICENSED PATENTS, ANY DECLARATORY ACTION ALLEGING INVALIDITY OR NONINFRINGEMENT
OF ANY LICENSED PATENTS, OR ANY INTERFERENCE, OPPOSITION, NULLITY OR REVOCATION
PROCEEDING RELATING TO ANY LICENSED PATENTS ("A PROTECTIVE ACTION").
IN
PURSUING ANY SUCH PROTECTIVE ACTION, LICENSEE SHALL PROVIDE STANFORD WITH
MATERIAL INFORMATION RELATED TO THE