Common use of Infringement and Litigation Clause in Contracts

Infringement and Litigation. 10.1 Licensor and Licensee are responsible for notifying each other promptly of any infringement of Patent Rights that may come to their attention and actual or threatened claims by third parties against the Patent Rights. The parties shall consult with one another in a timely manner concerning any appropriate response thereto. 10.2 Licensee shall have the first right, but not the obligation to prosecute such infringement or defend such claims at its own expense. Financial recoveries from any enforcement action, including settlements thereof, will first be applied to reimburse the expenses of both parties for such enforcement action with the balance being retained by Licensee and considered Net Sales of a Licensed Product and subject to the royalties in Section 4.2. The parties may agree to other arrangements should they desire. 10.3 In any action to enforce or defend any of the Patent Rights, either party, at the request and expense of the other party, shall cooperate to the fullest extent reasonably possible, including joining such action. This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of any third party except as may be required by lawful process of a court of competent jurisdiction.