Infringement Each Party shall promptly provide written notice to the other Party during the term of this Agreement of any (a) known infringement or suspected infringement by a Third Party of any Inovio Patent Rights, MedImmune Patent Rights (excluding MedImmune Compound IP) or Joint Patent Rights, or (b) known or suspected unauthorized use or misappropriation by a Third Party of any Inovio Know-How, MedImmune Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within [XXXXXXX] after MedImmune provides or receives such written notice (“Decision Period”), MedImmune, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify Inovio in writing of its decision in writing (“Suit Notice”); however, if the potential suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune or Enabling Technology Patents or Delivery Device IP , then during the Decision Period, Inovio, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall provide MedImmune Suit Notice. If MedImmune has the first right and decides to bring a suit or take action, once MedImmune provides Suit Notice, MedImmune may immediately commence such suit or take such action. If Inovio has the first right and decides to bring a suit or take action, once Inovio provides Suit Notice, Inovio may immediately commence such suit or take such action. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all substantive documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be retained by the initiating party. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party agrees to be joined as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.
