Common use of Enforcement and Defense Clause in Contracts

Enforcement and Defense. Upon becoming aware of a conflicting use or an act of infringement, and communicating about the same pursuant to Section 6.2 above, Licensee shall discuss with Licensor the nature of and circumstances surrounding such conflicting use or act of infringement. Subject to the consent of Licensor, which consent shall not be unreasonably withheld, Licensee shall thereafter, at its own expense, have the right but not the obligation to initiate actions and take steps relating to such conflicting use or act of infringement. Licensee may settle any dispute with a Third Party regarding such conflicting use or act of infringement; provided that Licensee shall not have the right to settle, compromise or take any action in any dispute which diminishes, limits or inhibits the scope, validity or enforceability of the Patent Rights without the express written consent of Licensor. In the event that Licensee exercises its rights under this Section 6.3, Licensee agrees to keep Licensor fully informed of all developments in connection with any settlements and negotiations and to consult with Licensor prior to making any final settlement, consent judgment or other voluntary disposition of the matter. If Licensee chooses not to take or continue any action or step relating to such conflicting use or act of infringement, Licensor shall have the right to engage in negotiations and proceedings relating to such conflicting use or act of infringement solely at its own expense; provided that it keeps Licensee fully informed of the progress of such negotiations and proceedings and consults with Licensee prior to making any final settlement, consent judgment or other voluntary disposition of the matter. Each party agrees to cooperate with the other to the fullest extent possible with respect to any negotiations or proceedings under this Section 6.3.

Enforcement and Defense. Upon becoming aware (a) As soon as practicable, each of Licensor and Licensee shall give the other party notice of (i) any infringement of the Patent Rights, (ii) any claim of invalidity, unenforceability, or non-infringement of the Patent Rights or (iii) any misappropriation or misuse of the Know-How that may come to such party’s attention. Licensee and Licensor shall thereafter consult and cooperate fully to determine a conflicting use course of action, including but not limited to the commencement of legal action by either or an act of both Licensee and Licensor, to terminate any infringement, and communicating about or claim of invalidity, unenforceability, or non-infringement, of the same pursuant to Section 6.2 abovePatent Rights or any misappropriation or misuse of the Know-How. However, Licensee shall discuss with Licensor the nature of and circumstances surrounding such conflicting use or act of infringement. Subject to the consent of Licensor, which consent upon notice to Licensee, shall not be unreasonably withheld, Licensee shall thereafter, have the first right to initiate and prosecute such legal action at its own expenseexpense and in the name of Licensor and Licensee, or to control the defense of any declaratory judgment action relating to the Patent Rights or the Know-How. Licensor shall promptly inform Licensee if it elects not to exercise such first right and Licensee shall thereafter have the right but not to either initiate and prosecute such action or to control the obligation to initiate actions and take steps relating to defense of such conflicting use or act declaratory judgment action in the name of infringement. Licensee may settle any dispute with a Third Party regarding such conflicting use or act of infringementand, if necessary, Licensor; provided that Licensee shall not have admit the right invalidity or fail to settle, compromise or take defend the validity of any action in any dispute which diminishes, limits or inhibits the scope, validity or enforceability of the Patent Rights Right without the express written Licensor’s prior consent of Licensorwhich shall not be unreasonably withheld. In the event that Licensee exercises its rights under this Section 6.3, Licensee agrees to keep Licensor fully informed of all developments in connection with any settlements and negotiations and to consult with Licensor prior to making any final settlement, consent judgment or other voluntary disposition of the matter. If Licensee chooses not to take or continue any action or step relating to such conflicting use or act of infringement, Licensor Each party shall have the right to engage in negotiations and proceedings relating to such conflicting use or act be represented by counsel of infringement solely at its own expense; provided choice. In connection with any action, Licensee and Licensor will cooperate fully and will provide each other with any information or assistance that it keeps Licensee fully informed of the progress of such negotiations and proceedings and consults with Licensee prior to making any final settlement, consent judgment or other voluntary disposition of the mattereither may reasonably request. Each party agrees to cooperate with shall keep the other informed of developments in any action or proceeding, including, to the fullest extent possible with respect to permissible by law, consultation on and approval of any settlement, the status of any settlement negotiations or proceedings under this Section 6.3and the terms of any offer related thereto.