Enforcement. [[Intel:Organization]], at its sole cost and expense, shall have the sole and exclusive right, but not the obligation, to enforce the Licensed Technology in the Territory or to otherwise abate the infringement thereof, and to direct and control any litigation or other enforcement action. [[Peraso:Organization]] shall cooperate with [[Intel:Organization]], at [[Intel:Organization]]’s sole cost and expense, as is reasonably necessary in any such action brought by [[Intel:Organization]], including without limitation, by joining in any such suit if necessary to avoid the dismissal of the suit or if [[Intel:Organization]] otherwise determines that [[Peraso:Organization]] is an indispensable party. If [[Intel:Organization]] brings legal action, [[Intel:Organization]] shall have the sole right to direct and control the prosecution of, and the right to settle and compromise such action, provided that: # [[Intel:Organization]] shall consider, in good faith, the interests of [[Peraso:Organization]] in so doing; and # [[Intel:Organization]] shall not, without the express written consent of [[Peraso:Organization]], settle the suit or otherwise consent to an adverse judgment in such suit that materially diminishes or detrimentally affects in any material way the rights or interests of [[Peraso:Organization]]. In the event any monetary recovery in connection with such infringement action is obtained (either by way of a settlement or a damages award), such recovery shall be solely and exclusively retained by [[Intel:Organization]], and [[Peraso:Organization]] shall have no claim or entitlement to any such monetary recovery. [[Peraso:Organization]] shall have no right to enforce the Licensed Technology or otherwise abate the infringement thereof unless [[Intel:Organization]]: # declines to take such action; and # consents in writing to [[Peraso:Organization]] taking such action.

By [[Intel:Organization]]. [[Intel:Organization]] will defend [[Peraso:Organization]] and [[Peraso:Organization]]’s Affiliates, successors and assigns, and the officers, directors, employees, agents and representatives of the foregoing against any third party claim alleging that any modifications or changes by [[Intel:Organization]] to the Licensed Technology infringe, violate or misappropriate the Intellectual Property Rights of any third party (an “[[Intel:Organization]] Infringement”), and will pay the amount of any adverse final judgment or settlement entered into by [[Intel:Organization]] with respect to any such claim. For purposes of clarity and subject to Section 11.3 below, the foregoing obligation shall include the payment by [[Intel:Organization]] of all reasonable third party costs of defense incurred by [[Peraso:Organization]] in connection with any such claim. Notwithstanding this Section 11.2, [[Peraso:Organization]] acknowledges and agrees that: # [[Intel:Organization]] will have no obligations or liability pursuant to this Section 11.2 unless the third party claim would not have accrued but for [[Intel:Organization]]’s modification or change to the Licensed Technology; and # nothing in this Section 11.2 shall limit or relieve [[Peraso:Organization]] of its indemnity obligations set forth in Section 11.1 above.