SUITS BY LICENSEE Sample Clauses

SUITS BY LICENSEE. If Licensee has provided written notice to Licensor, pursuant to Section 7.7.1 above, of a material actual infringement by a third party of one or more of the Patents [*] to this Agreement (the "Licensee Enforceable Patents") in the [*] field of use, then, within [*] of Licensor's receipt of such notice from Licensee, Licensor will notify Licensee as to whether Licensor will elect to pursue any action against the alleged infringer. If Licensor elects not to pursue any action against the alleged infringer, then Licensee may maintain, at Licensee's expense and, in the case of any proposed action against any third-party licensee of Licensor, upon receipt of Licensor's prior written approval (which shall not be unreasonably withheld in light of the interests of Licensor and Licensee and, in the event Licensee believes any such approval has been withheld unreasonably, the reasonableness of Licensor's decision to withhold approval shall be determined by arbitration following the procedures set forth in Schedule 13.7 hereto; provided that such arbitration shall be conducted on an expedited basis such that the proceeding before the arbitrator shall occur, and the arbitrator's written decision shall be issued, no later than [*] days after Licensee's request for arbitration), any appropriate suit, action or proceeding involving the infringement or misappropriation of such Licensee Enforceable Patents, in the [*] field of use, subject to the following restrictions: (a) Licensor must approve, in writing, the attorneys who will handle such suit, action or proceeding on behalf of Licensee, which approval shall not be unreasonably delayed or withheld; (b) Licensor may, at its option and expense, participate, through counsel of its choice, in any such suit, action or proceeding, and will receive full and complete disclosure from Licensee and its counsel of all materials and information that Licensee obtains or develops in connection with such suit, action or proceeding; and (c) any settlement of such suit, action or proceeding shall be subject to Licensor's prior written consent. Licensee shall be entitled to retain all proceeds received upon settlement or from judgment awarded in any such suits as prosecuted by Licensee and not by Licensor.