Common use of Control of Action Clause in Contracts

Control of Action. IceCure shall have the right, but not the obligation, to bring and control any action or proceeding with respect to alleged or threatened infringement by a Third Party in the Territory of any IceCure Patent (“Infringement By Third Party”) at its own cost. IceCure shall keep Terumo reasonably informed of any such actions or proceedings, and the Parties shall cooperate and consult with each other in strategizing regarding any such action or proceeding; provided that IceCure shall control and have the right to make all final decisions (regardless of whether or not Terumo is a party to such action or proceeding) regarding all matters in the preparation and conduct of any such action or proceeding. If the Infringement By Third Party is with respect to Product and may affect the amount of Terumo’s distribution of the Products in the Territory under this Agreement , and IceCure does not bring such action or proceeding within a reasonable time frame, without the release of IceCure’s obligation in the preceding sentence, Terumo shall be exempted from the obligation to purchase Minimum Purchase Amount set forth in Exhibit 6.4 (“MPA Exemption”), and also may terminate this Agreement pursuant to Section 12.2 of this Agreement.

Control of Action. IceCure shall have the right, but not the obligation, to bring and control any action or proceeding with respect to alleged or threatened infringement by a Third Party in the Territory and the Limited Territory of any IceCure Patent (“Infringement By Third Party”) at its own cost. IceCure shall keep Terumo reasonably informed of any such actions or proceedings, and the Parties shall cooperate and consult with each other in strategizing regarding any such action or proceeding; provided that IceCure shall control and have the right to make all final decisions (regardless of whether or not Terumo is a party to such action or proceeding) regarding all matters in the preparation and conduct of any such action or proceeding. If the Infringement By Third Party is with respect to Product and may affect the amount of Terumo’s distribution of the Products for the Target Indication in the Territory under this Agreement (“Infringement By Third Party concerning the Target Indication”), and IceCure does not bring such action or proceeding within a reasonable time frame, without the release of IceCure’s obligation in the preceding sentence, Terumo shall be exempted from the obligation to purchase Minimum Purchase Amount set forth in Exhibit 6.4 (“MPA Exemption”), and also may terminate this Agreement pursuant to Section 12.2 of this Agreement.