Common use of Bringing an Infringement Action Clause in Contracts

Bringing an Infringement Action. If WBRDC has reason to believe that a third party may be infringing any of the rights included in the Licensed IP, WBRDC shall promptly notify XXX PRO. XXX PRO (and DSM pursuant to the terms of the License Agreement) shall have the first right to elect to enforce the Licensed IP against such third party, through legal action or otherwise (an “Infringement Claim”), and shall have the sole right to employ counsel and to direct the handling and settlement of any Infringement Claim (whether made as part of an Infringement Claim or otherwise) alleging the invalidity of any patent included within such Licensed IP (a “Validity Claim”). WBRDC agrees to reasonably cooperate at XXX PRO’s (or DSM’s, as applicable) expense and reasonable request with the Infringement Claim or Validity Claim. In addition, WBRDC shall reasonably cooperate with XXX PRO and DSM, as applicable, in actions to prevent such infringements or threatened infringements. If XXX PRO or DSM initiates such Infringement Claim, the initiating party shall be entitled to retain any recovery which it may obtain in any such action. If neither XXX PRO nor DSM elect to commence steps to enforce the Licensed IP within four (4) months after notice of the possible infringement is given by WBRDC, if DSM does not object to WBRDC proceeding with enforcement, and if WBRDC can demonstrate that the potential infringement may result in material lost Product sales for WBRDC, then WBRDC may, after providing at least twenty (20) days prior notice to XXX PRO, institute a lawsuit or other action against the third party to prevent continuation of such infringement. If WBRDC initiates such lawsuit or other action, it shall be responsible for all expenses, including, but not limited to, legal fees, associated with bringing such an Infringement Claim, and WBRDC shall be entitled to retain any recovery which it may obtain in any such Infringement Claim brought by WBRDC. Notwithstanding the foregoing, in any such lawsuit or action, if the third party asserts any claim relating to the alleged invalidity of any patent included within the Licensed IP, then at any time DSM or XXX PRO, or both, may, in their discretion and with reasonable notice to WBRDC, elect to assume and direct the handling of any such Infringement Claim and Validity Claim and any settlement thereof, with counsel selected by DSM OR XXX PRO, as applicable (which may be the same counsel retained by WBRDC in connection with such matter), and such lawsuit or action shall be treated under this Section as if DSM or XXX PRO had initiated the lawsuit or action. WBRDC shall not enter into any settlement or other resolution of an Infringement Claim without the prior written approval of XXX PRO, which shall not be unreasonably withheld.

Bringing an Infringement Action. If WBRDC either Party has reason to believe that a third party may be infringing any of the rights included in the Licensed IP, WBRDC such Party shall promptly notify XXX PROthe other Party. XXX PRO (and DSM pursuant to the terms The owner of the License Agreement) shall Licensed IP shall, in its discretion, have the first right to elect to enforce the Licensed IP against such third party, through legal action or otherwise (an “Infringement Claim”), and such Party shall have the sole right to employ counsel and to direct the handling and settlement of any Infringement Claim (whether made as part of an Infringement Claim or otherwise) alleging the invalidity of any patent included within such Party’s Licensed IP (a “Validity Claim”). WBRDC The Licensee agrees to reasonably cooperate at XXX PROthe Licensor’s (or DSM’s, as applicable) expense and reasonable request with the Licensor in such Infringement Claim or Validity Claim. In addition, WBRDC each Licensee shall reasonably cooperate with XXX PRO and DSM, as applicable, Licensor in actions to prevent such infringements or threatened infringements. If XXX PRO or DSM Licensor initiates such Infringement Claim, the initiating party Licensor shall be entitled to retain any recovery which it may obtain in any such actionaction brought by Licensor. If neither XXX PRO nor DSM elect Licensor elects not to commence steps to enforce the Licensed IP within four three (43) months after notice of the possible infringement is given by WBRDC, if DSM does not object to WBRDC proceeding with enforcementbetween Licensor and Licensee, and if WBRDC Licensee can demonstrate that the potential infringement may result in material lost Product sales for WBRDCsuch Licensee, then WBRDC the Licensee may, after providing at least twenty fifteen (2015) days prior notice to XXX PROLicensor, institute a lawsuit or other action against the third party to prevent continuation of such infringement. If WBRDC a Licensee properly initiates such lawsuit or other action, it the Licensee shall be responsible for all expenses, including, but not limited to, legal fees, associated with bringing such an Infringement Claim, and WBRDC the Licensee shall be entitled to retain any recovery which it may obtain in any such Infringement Claim brought by WBRDCthat Licensee. Notwithstanding the foregoing, in any such lawsuit or action, if the third party asserts any claim relating to the alleged invalidity of any patent included within the Licensed IP, then at any time DSM or XXX PRO, or both, the Licensor may, in their its discretion and with reasonable notice to WBRDCLicensee, elect to assume and direct the handling of any such Infringement Claim and Validity Claim and any settlement thereof, with counsel selected by DSM OR XXX PRO, as applicable Licensor (which may be the same counsel retained by WBRDC Licensee in connection with such matter), and such lawsuit or action shall be treated under this Section as if DSM or XXX PRO Licensor had initiated the lawsuit or action. WBRDC Licensee shall not enter into any settlement or other resolution of an Infringement Claim without the prior written approval of XXX PROLicensor, which shall not be unreasonably withheld.

Bringing an Infringement Action. If WBRDC XXX has reason to believe that a third party may be infringing any of the rights included in the Licensed IP, WBRDC XXX shall promptly notify XXX PRO. XXX PRO (and DSM pursuant to the terms of the License Agreement) shall have the first right to elect to enforce the Licensed IP against such third party, through legal action or otherwise (an “Infringement Claim”), and shall have the sole right to employ counsel and to direct the handling and settlement of any Infringement Claim (whether made as part of an Infringement Claim or otherwise) alleging the invalidity of any patent included within such Licensed IP (a “Validity Claim”). WBRDC XXX agrees to reasonably cooperate at XXX PRO’s (or DSM’s, as applicable) expense and reasonable request with the Infringement Claim or Validity Claim. In addition, WBRDC XXX shall reasonably cooperate with XXX PRO and DSM, as applicable, in actions to prevent such infringements or threatened infringements. If XXX PRO or DSM initiates such Infringement Claim, the initiating party shall be entitled to retain any recovery which it may obtain in any such action. If neither XXX PRO nor DSM elect to commence steps to enforce the Licensed IP within four (4) months after notice of the possible infringement is given by WBRDCXXX, if DSM does not object to WBRDC XXX proceeding with enforcement, and if WBRDC XXX can demonstrate that the potential infringement may result in material lost Product sales for WBRDCXXX, then WBRDC XXX may, after providing at least twenty (20) days prior notice to XXX PRO, institute a lawsuit or other action against the third party to prevent continuation of such infringement. If WBRDC XXX initiates such lawsuit or other action, it shall be responsible for all expenses, including, but not limited to, legal fees, associated with bringing such an Infringement Claim, and WBRDC XXX shall be entitled to retain any recovery which it may obtain in any such Infringement Claim brought by WBRDCXXX. Notwithstanding the foregoing, in any such lawsuit or action, if the third party asserts any claim relating to the alleged invalidity of any patent included within the Licensed IP, then at any time DSM or XXX PRO, or both, may, in their discretion and with reasonable notice to WBRDCXXX, elect to assume and direct the handling of any such Infringement Claim and Validity Claim and any settlement thereof, with counsel selected by DSM OR XXX PRO, as applicable (which may be the same counsel retained by WBRDC XXX in connection with such matter), and such lawsuit or action shall be treated under this Section as if DSM or XXX PRO had initiated the lawsuit or action. WBRDC XXX shall not enter into any settlement or other resolution of an Infringement Claim without the prior written approval of XXX PRO, which shall not be unreasonably withheld.