Common use of Action by Licensor to Enforce Clause in Contracts

Action by Licensor to Enforce. Licensor shall have the primary right, but not the obligation, to determine whether to institute and/or pursue any proceedings to enforce any rights in the Licensed Trademarks, as well as the right to select counsel. Licensee shall cooperate with Licensor in any such suit, including granting Licensor the right to bring suit in Licensee’s name with respect to such infringement (and execute any documents necessary to effectuate the same) if necessary under the applicable rules of civil procedure to effect standing, and Licensee shall be reimbursed for reasonably incurred expenses. Licensor will be solely responsible for the costs of such action and will retain all recoveries and awards necessary to reimburse Licensor for any costs and expenses and, for any recoveries and awards in excess, shall share equally any recoveries and awards with Licensee to the extent such recoveries and awards are related to Licensed Products. Notwithstanding any other provision to the contrary, in no event shall Licensee be required to satisfy or comply with any settlement or other agreement concerning its use of the Licensed Trademarks to which Licensee has not consented (such consent not to be unreasonably withheld or delayed).

Action by Licensor to Enforce. Licensor shall have the primary right, but not the obligation, to determine whether to institute and/or pursue any proceedings to enforce any rights in the Licensed TrademarksIntellectual Property, as well as the right to select counsel. Licensee shall cooperate cooperate, in a commercially reasonable manner, with Licensor in any such suit, including granting Licensor the right to bring suit in Licensee’s name being joined as a party with respect to such infringement (and execute any documents necessary to effectuate the same) if necessary under the applicable rules of civil procedure to effect standing, and Licensee shall be reimbursed for reasonably incurred expenses. Licensor will be solely responsible for the costs of such action and will retain all recoveries and awards necessary awards, provided that, prior to reimburse any such litigation, Licensor for any costs shall offer to Licensee the option to share equally the expenses of such action and expenses and, for any recoveries and awards in excess, shall to share equally any recoveries and awards with Licensee to the extent such recoveries and awards are related to Licensed Productsawards. Notwithstanding any other provision to the contrary, in no event shall Licensee be required to satisfy or comply with any settlement or other agreement concerning its use of the Licensed Trademarks Intellectual Property to which Licensee has not consented (such consent not to be unreasonably withheld or delayed). If Licensor declines in writing to institute or pursue a proceeding under this Section 8.2, Licensee may undertake such action as provided in Section 8.3 and Licensee shall be entitled to 100% of any recovery or award in any such action or proceeding.