Common use of Declaratory Judgment Clause in Contracts

Declaratory Judgment. If a declaratory judgment action is brought naming Company and/or any of its Affiliates or Sublicensees as a defendant and alleging invalidity or unenforceability of any Valid Claims within Licensed Patents, Company shall promptly upon becoming aware of such notify Licensors in writing and Licensors may elect, upon written notice to Company within thirty (30) days after Licensors receive notice of the commencement of such action, to take over the sole defense of the invalidity and/or unenforceability aspect of the action at their own expense in close consultation with the Company.

Declaratory Judgment. If a declaratory judgment action is brought naming Company and/or any of its Affiliates or Sublicensees as a defendant and alleging invalidity or unenforceability of any Valid Claims within the Licensed Patents and/or Joint Patents, Company shall promptly upon becoming aware of such notify Licensors the applicable Licensor in writing and Licensors such Licensor may elect, upon written notice to Company within thirty (30) days after Licensors receive such Licensor receives notice of the commencement of such action, to take over the sole defense of the invalidity and/or unenforceability aspect of the action at their its own expense in close consultation with the Companyexpense.