Common use of Enforcement and Defense Clause in Contracts

Enforcement and Defense. Upon becoming aware of a conflicting use or an act of infringement, and communicating about the same pursuant to Section 6.2 above, Licensee shall discuss with Licensor the nature of and circumstances surrounding such conflicting use or act of infringement. Subject to the consent of Licensor, which consent shall not be unreasonably withheld, Licensee shall thereafter, at its own expense, have the right but not the obligation to initiate actions and take steps relating to such conflicting use or act of infringement. Licensee may settle any dispute with a Third Party regarding such conflicting use or act of infringement; provided that Licensee shall not have the right to settle, compromise or take any action in any dispute which diminishes, limits or inhibits the scope, validity or enforceability of the Patent Rights without the express written consent of Licensor. In the event that Licensee exercises its rights under this Section 6.3, Licensee agrees to keep Licensor fully informed of all developments in connection with any settlements and negotiations and to consult with Licensor prior to making any final settlement, consent judgment or other voluntary disposition of the matter. If Licensee chooses not to take or continue any action or step relating to such conflicting use or act of infringement, Licensor shall have the right to engage in negotiations and proceedings relating to such conflicting use or act of infringement solely at its own expense; provided that it keeps Licensee fully informed of the progress of such negotiations and proceedings and consults with Licensee prior to making any final settlement, consent judgment or other voluntary disposition of the matter. Each party agrees to cooperate with the other to the fullest extent possible with respect to any negotiations or proceedings under this Section 6.3.

Enforcement and Defense. Upon becoming aware of a conflicting use or an act of infringement, and communicating about the same pursuant to Section 6.2 above, Licensee shall discuss with Licensor the nature of and circumstances surrounding such conflicting use or act of infringement. (a) Subject to the consent of Licensor, which consent shall not be unreasonably withheldlimitations described in this Section 6.3, Licensee shall thereaftershall, at its own expense, have the right but not the obligation to initiate actions engage in proceedings involving infringement or appropriation of any Patent Right and take steps relating to name Licensors as parties in such conflicting use or act of infringementproceedings. Licensee shall have the right to take such steps as it deems necessary in order to terminate such infringement or appropriation, and may settle any dispute with a any Third Party at any time regarding such conflicting use or act of infringementinfringements and appropriations; provided that Licensee shall not have the right to settle, compromise or take any action in any dispute such litigation which diminishes, limits or inhibits the scope, validity or enforceability of the Patent Rights without the express written consent of LicensorLicensors. In the event that Licensee exercises its rights under this Section 6.3, Licensee agrees to keep Licensor Licensors fully informed of all developments in connection with any settlements and negotiations and to consult with Licensor Licensors prior to making any final settlement, consent judgment or other voluntary disposition of the matter. The value of any recovery actually received by Licensee in connection with any litigation, arbitration or settlement under this Section 6.3(a), net of any reasonable expenses or costs incurred by Licensee in obtaining such recovery (including, without limitation, reasonable legal and expert fees), shall be ***; provided, that ***. (b) If Licensee chooses does not wish to take or continue any action to terminate such infringement or step relating to such conflicting use or act of infringementappropriation, Licensor Licensors shall have the right to engage in negotiations and proceedings relating to such conflicting use involving infringement or act appropriation of infringement any Patent Right solely at its own expense; provided that it keeps Licensee fully informed of the progress of such negotiations and proceedings and consults with Licensee and obtains Licensee’s written consent, which consent shall not be unreasonably withheld, prior to making any final settlement, consent judgment or other voluntary disposition of the matter. Each party agrees to cooperate with the other to the fullest extent possible with respect to any negotiations or proceedings under this Section 6.3.