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 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, 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 Inventors, which consent (a) will not be unreasonably or untimely withheld, and (b) may be given by ▇▇. ▇▇▇▇▇ ▇. Campbell, or ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, or ▇▇. ▇▇▇▇▇▇▇ ▇. Meyer on behalf of, and binding, all of the Inventors if so stated in the consent as delivered by such relevant individual. 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, misrepresentation or fraud by any or all of the Inventors, then those Inventors found to have been negligent, or to have misrepresented or to have engaged in fraud, will, upon the written request of AlgoRx to such relevant Inventors 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, and (2) the liability of any such relevant Inventor for such expenses will not exceed one-third (1/3) of the total amount of such expenses unless the relevant Inventor has been determined to have committed fraud, in which case there will be no limit as to liability for such Inventor. 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 3 and a royalty of one and one-half percent (1.5%) on such net amount will be...