Action Against Licensee. Licensor will cooperate with Licensee in the defense of any suit, action or proceeding against Licensee, or any Affiliate or sublicensee of Licensee, alleging the infringement of a patent or other intellectual property right owned by a third party by reason of the use of the Patent Rights in the manufacture, use, promotion or sale of Sensors and/or Instruments. Licensee shall give Licensor prompt notice of the commencement of any such suit, action or proceeding or claim of infringement. Licensor hereby grants to Licensee the right to exclusive control of any such suit, action or proceeding and the exclusive right to compromise, litigate, settle or otherwise dispose of any such suit, action or proceeding and shall provide all information and assistance necessary to defend or settle any such suit, action or proceeding. Licensee may join Licensor as a defendant, if necessary or desirable, and Licensor shall execute all documents and take all other actions, including giving testimony, which may reasonably be required in connection with the defense of such suit, action or proceeding. Licensee shall be solely responsible for all out-of-pocket defense costs (including attorney fees) incurred by Licensee with the defense of such suit, action or proceeding, and Licensee shall be entitled to retain any recovery associated with such suit, action or proceeding. Licensor shall be responsible to Licensee for half of any damages awarded to such third party in such suit, action or proceeding, or in settlement thereof. Licensor shall pay Licensee its share of such damages as follows: Within thirty (30) days of a final judgement or settlement, an amount not to exceed all royalties paid to Licensor during the period the suit, action or proceeding was pending, and to the extent any amount of Licensor's share of such damages remains, Licensee shall take a credit against all royalties thereafter payable to Licensor under Section 3.c (but not including amounts payable under Section 3.b) until all such Licensor's share of damages is paid.
Action Against Licensee. If a declaratory judgment action is brought naming the Licensee as a defendant and alleging invalidity of any of the Licensed Rights, the Licensor may elect to take over the sole defence of the action at its own expense. The Licensee shall cooperate fully with the Licensor in connection with any such action.
Action Against Licensee. At the request of Licensee, Licensor will cooperate with Licensee in the defense of any suit, action or proceeding against Licensee, or any Affiliate or sublicensee of Licensee, alleging the infringement of a patent or other intellectual property right in the manufacture, use or sale of the Licensed Products. Licensee shall give Licensor prompt notice of the commencement of any such suit, action or proceeding or claim of infringement and shall furnish to Licensor a copy of each communication relating to the alleged infringement. Licensor hereby grants to Licensee the right to exclusive control of the defense of any such suit, action or proceeding and the exclusive right to compromise, litigate, settle or otherwise dispose of any such suit, action or proceeding and shall provide all information and assistance necessary to defend or settle any such suit, action or proceeding. Licensee shall have the right to join Licensor as a defendant, if necessary or desirable, and Licensor shall join in any such action and shall execute all documents and take all other actions, including giving testimony, which may reasonably be required in connection with the defense of such suit, action or proceeding. Each party shall have the right to be represented by counsel of its own selection, at its own expense, in the defense of any suit under this Section 6(c). Notwithstanding the foregoing, Bio Control’s sole and exclusive financial obligations arising out of any claim for infringement of any third party Intellectual Property rights are set forth in the Indemnification provisions of Section 5.6 of the Asset Purchase Agreement, and AMS shall have no financial obligations to Bio Control arising out of any claim for infringement of any third party Intellectual Property rights under the AMS Patent Rights.
Action Against Licensee. Licensor will cooperate with Licensee in the defense of any suit, action or proceeding against Licensee, or any Affiliate or sublicensee of Licensee, alleging the infringement of a patent or other intellectual property right owned by a third party by reason of the use of the Patent Rights in the manufacture, use or sale of Sensors or Instruments. Licensee shall give Licensor prompt notice of the commencement of any such suit, action or proceeding or claim of infringement and shall furnish to Licensor a copy of each communication relating to the alleged infringement. Licensor hereby grants to Licensee the right to exclusive control of the defense of any such suit, action or proceeding and the exclusive right to compromise, litigate, settle or otherwise dispose of any such suit, action or proceeding and shall provide all information and assistance necessary to defend or settle any such suit, action or proceeding. Licensee may join Licensor as a defendant, if necessary or desirable, and Licensor shall execute all documents and take all other actions, including giving testimony, which may reasonably be required in connection with the defense of such suit, action or proceeding.
