Common use of Declaratory Actions Clause in Contracts

Declaratory Actions. In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the MGH Patent Rights in the Territory shall be brought against either Party, the Party against which such action is brought shall notify the other Party and MGH in writing, and the Parties shall consult concerning the action to be taken. MGH, at its option, shall have the right within thirty (30) days after commencement of such action to intervene and take over the sole defense of the action at its expense. If MGH does not exercise the said option, the Parties shall have the right, which they shall exercise, within sixty (60) days after commencement of such action, to intervene, take over and duly prosecute the sole defense of the action. No settlement, consent judgment or other voluntary final disposition of the action may be entered into by the Parties without the consent of the Joint Steering Committee. The costs of such defense will be considered Development Costs if incurred during the Development Phase of any Licensed Product and Costs of Goods Sold if incurred thereafter.