Common use of Joint Action Clause in Contracts

Joint Action. If a third party infringes any Patent Rights and any relevant patent owned by Licensee, Licensor and Licensee may elect to jointly bring (or jointly defend in a declaratory judgement action) a suit, action or proceeding to stop all Third Party Infringement and infringement of patents owned by Licensee, and will equally share all costs and expenses, including reasonable attorneys' fees, involved in such suit. In the event that Licensor and Licensee jointly bring a suit, any sums recovered in such suit or in settlement thereof shall be distributed as follows: (i) first to Licensor and Licensee for reimbursement for all costs and expenses, including reasonable attorneys' fees, involved in such suit; (ii) second to Licensor for accrued and unpaid royalties; if any; and (iii) the balance, if any, *** percent (***%) to Licensee and *** percent (***%) to Licensor. If one party hereto elects not to join in such suit after ninety (90) days notice, the other party many proceed with the suit as provided in Section 10.a or 10.b, as the case may be.