On the Effective Date ACT shall disclose to Infigen all patents and patent applications included in the ACT Patent Rights in existence.
ACT shall have the primary right, but not the obligation, to take action in its own name to secure the cessation of any infringement or misappropriation of the ACT Patent Rights or to enter suit against the infringer.
Notwithstanding the foregoing, neither party will enter into a settlement that admits the invalidity, unenforceability, or non-infringement of any ACT Patent Rights without consent of the other party.
ACT will retain primary responsibility for filing, prosecution and maintenance of the ACT Patent Rights in all countries and for all ACT Technology where GTC requests patent protection, using patent counsel approved by GTC, which approval shall not be unreasonably withheld or delayed.
In the event a third party desires to pay a non-monetary, or not-easily monetized, consideration in connection with such sublicensing of the ACT Patent Rights, a fair market value must be established for the license by agreement of the parties before rights may be granted.