Common use of Protective Actions Clause in Contracts

Protective Actions. 5.1 Each party shall promptly notify the other party in writing of any infringement of purported or threatened infringement of a Joint Patent that may adversely impact the rights of the parties hereunder, of which it becomes aware ("Infringement"). 5.2 In any event of any Infringement, Rosetta shall be entitled, at its sole discretion, to institute an infringement suit or take any other appropriate legal action against any person or entity directly or contributorily infringing any Joint Patent ("Protective Action"). Prior to taking any Protective Action Rosetta will notify Hadasit of the Protective Action it intends to take and consider Hadasit's advice regarding such contemplated Protective Action. Such actions will be taken by legal counsel (the "Legal Counsel") chosen by Rosetta for such purpose at its sole expense. In the event Hadasit is included as a party to such Protective Action, the Legal Counsel will be instructed to provide Hadasit with copies of any official letter, suit or other document it intends to send or file on the parties' behalf, within a reasonable time prior to sending or filing the same, and to consider any advice of Hadasit with respect to any such Protective Action. 5.3 In the event that Rosetta does not institute Protective Action in response to an Infringement within 90 days of the date on which it becomes aware of such Infringement, Hadasit shall have the right, but not the obligation, following 30 days' prior written notice to Rosetta, to institute such suit Protective Action in its own name. 5.4 Regardless of which party brings the action, the other party hereby agrees to cooperate reasonably in any such effort, including if required in order to facilitate a Protective Action, the furnishing of a power of attorney (and in such event, neither party shall refuse to be included as a party to such legal action). 5.5 Any recovery obtained by settlement or otherwise as a result of a Protective Action shall be disbursed as follows: (i) each party shall first recover [***]% of the amount of any reasonable expenses incurred by it in connection with such action (including counsel fees); and (ii) the remaining recovery shall be treated as Net Revenues and allocated between the parties accordingly. 5.6 Without prejudice to the above, the parties will reasonably cooperate with respect to any future legal claims related to a Joint Patent and neither party shall enter into any settlement pertaining to such legal claims that affects the other parties' rights or interests without such other parties' written consent, which consent shall not be unreasonably withheld.