Maintenance of Lawsuits Involving Cortex Patents. Cortex shall have the right (but not the obligation) to file and maintain lawsuits for infringement of any Patents by any third party, in its own name or in the name of Organon, if necessary at its own cost and expense. Organon shall give Cortex all reasonable assistance and cooperate in any such proceedings filed by Cortex, including the entry into additional agreements necessary to perfect Cortex's right to bring or maintain such lawsuits. If Cortex does not exercise its right to enforce a patent covering a Product, Cortex shall inform Organon within 14 days after such notice of its decision not to exercise such right. In such event Organon shall have the right to file and maintain such infringement action at its own cost and expense, provided that the third party product which is the subject of such infringement action is a competing product with respect to the Product. [*] of the costs incurred by Organon in maintaining such infringement action shall be credited against Organon's royalty obligation with respect to sales of Organon Product in such country pending such infringement action, provided that such credit shall not exceed [*] of the royalty otherwise payable by Organon (the "Royalty Offset"). Any monetary recovery in connection with any such infringement action shall first be applied to reimburse the party bringing such suit for all costs and expenses incurred by such party, both internal and external, including attorneys' fees and expenses and then to reimburse the other party's costs and expenses. Any remainder shall be equally shared between the parties in the event Cortex brings suit. In the event that Cortex declines to file and maintain a * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH COMMISSION lawsuit for infringement of Patents and Organon assumes the maintenance of such claim at its own cost and expense the remainder of any recovery received by Organon shall first be remitted to Cortex to the extent necessary to reimburse Cortex for the sums withheld by Organon by virtue of the Royalty Offset as well as royalties on lost sales as awarded to Organon. Any remainder shall be retained by Organon.
