Action by AlgoRx Sample Clauses

Action by AlgoRx. If AlgoRx believes that any patent rights within the Licensed Patents have been infringed by any third party, AlgoRx, subject to applicable law, will have the right at its discretion to negotiate to obtain an agreement to end such infringement or use without authorization. If such negotiation is unsuccessful, AlgoRx will have the right, in its commercially reasonable judgment and subject to applicable law, to institute an infringement action or other appropriate legal action against such third party, and, in its commercially reasonable judgment, to settle any such action or dispute, provided that AlgoRx will not compromise or settle any such action without the prior written consent of the Inventor, which consent the Inventor will not unreasonably or untimely withhold. AlgoRx will have the sole and exclusive right to select counsel and will pay all expenses of any such action, including without limitation attorneys' fees and court costs, provided that (1) if there is a determination, by the court or authorized body resolving such action, of gross negligence, intentional misrepresentation or fraud by the Inventor, then the Inventor will, upon the written request of AlgoRx to the Inventor and subject to clause (2) immediately following, promptly pay, or promptly reimburse AlgoRx for, the expenses of such action as such reimbursement or payment amount will be set forth in AlgoRx's written request therefor, provided that if the Inventor has been determined to have committed fraud there will be no limit as to liability of the Inventor to AlgoRx. Notwithstanding anything in the foregoing to the contrary, AlgoRx recognizes that Inventor did not direct (and was not involved in) the prosecution of the Licensed Patents. Any damages, royalties, settlement fees or other consideration paid by the third party infringer as a result of legal action or settlement negotiations in connection with such infringement will be paid to and will be the property of AlgoRx. The amount of such damages, royalties, settlement fees, or other consideration actually received by AlgoRx, net of the expenses incurred by AlgoRx in such legal action, will be treated as Net Sales pursuant to Article 2 and a royalty in accordance with Sections 2.3 and 3,2 on such net amount will be payable by AlgoRx to the Inventor in respect of such amount, as part of the royalty provided in Article 2, provided that the value of any non-cash consideration so received by AlgoRx will be determined in good faith by ...
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Related to Action by AlgoRx

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