Common use of Enforcement and Defense Clause in Contracts

Enforcement and Defense. 11.4.1 Each Party shall promptly give the other Party notice of (i) any infringement of ACI Patent Rights, Xxxxxxx Patent Rights or Joint Patent Rights with respect to a Product, or (ii) any misappropriation or misuse of ACI Know-How or Xxxxxxx Know-How with respect to a Product, that may come to a Party’s attention. Xxxxxxx and ACI shall thereafter cooperate to determine a course of action to terminate any such infringement of ACI Patent Rights, Xxxxxxx Patent Rights or Joint Patent Rights or any misappropriation or misuse of ACI Know-How or Xxxxxxx Know-How. Xxxxxxx has the right but not the obligation to initiate and prosecute any such legal action at its own expense and in the name of ACI and Xxxxxxx (or just ACI or just Xxxxxxx if the laws of the jurisdiction so dictate), or to control the defense of any declaratory judgment action relating to such ACI Patent Rights, Xxxxxxx Patent Rights, Joint Patent Rights, ACI Know-How or Xxxxxxx Know-How. [*****]. Xxxxxxx shall promptly inform ACI if it elects not to exercise that right with respect to ACI Patent Rights, Xxxxxxx Patent Rights or Joint Patent Rights and ACI Know-How and Xxxxxxx Know-How and ACI shall thereafter have the right at its sole cost to either initiate and prosecute such action or to control the defense of such declaratory judgment action in the name of Xxxxxxx and, if necessary, ACI. Each Party shall have the right to be represented by counsel of its own choice.

Enforcement and Defense. 11.4.1 10.5.1 Each Party shall promptly give the other Party notice of (i) any infringement of ACI Vertex Patent Rights, Xxxxxxx Patent Rights or Joint Patent Rights with respect to a ProductRights, or (ii) any misappropriation or misuse of ACI Vertex Know-How or Xxxxxxx Know-How with respect to a ProductHow, that may come to a the first Party’s attention. Xxxxxxx and ACI Vertex shall thereafter consult and cooperate fully to determine a course of action, including but not limited to the commencement of legal action by either or both Xxxxxxx and Vertex, to terminate any such infringement of ACI Vertex Patent Rights, Xxxxxxx Patent Rights or Joint Patent Rights or any misappropriation or misuse of ACI Vertex Know-How or Xxxxxxx Know-How, in the Territory. Xxxxxxx has Vertex, upon notice to Xxxxxxx, shall have the first right but not the obligation to initiate and prosecute any such legal action at its own expense and in the name of ACI Vertex and Xxxxxxx (or just ACI or just Xxxxxxx if the laws of the jurisdiction so dictate)Xxxxxxx, or to control the defense of any declaratory judgment action action, relating to such ACI Patent Rights, Xxxxxxx Vertex Patent Rights, Joint Patent Rights, ACI Rights or Vertex Know-How in the Territory. Xxxxxxx, upon notice to Vertex, shall have the first right to initiate and prosecute any such legal action in the name of Xxxxxxx and Vertex, or to control the defense of any declaratory judgment action, relating to Xxxxxxx Patent Rights or Xxxxxxx Know-HowHow in the Territory. [*****]. Xxxxxxx ] Each Party shall promptly inform ACI the other Party if it elects not to exercise that its first right with respect to ACI Patent Rights, Xxxxxxx Patent Rights or Joint Patent Rights as described above and ACI Know-How and Xxxxxxx Know-How and ACI the other Party shall thereafter have the right at its sole cost to either initiate and prosecute such action or to control the defense of such declaratory judgment action in the its name of Xxxxxxx and, if necessary, ACIthe name of the first Party. Each Party shall have the right to be represented by counsel of its own choice.choice [***]