Enforcement and Defense. (a) Licensee shall advise Licensor reasonably promptly if (and in no event later than 10 business days after) Licensee or any member of its Group becomes aware of any unauthorized Third-Party use of Licensor’s Licensed IP. Neither Licensee nor any member of its Group shall take any steps to contact any Third Party with respect to any such unauthorized use. (b) As between the Parties, Licensor shall have the sole right, but not any obligation, to determine whether and in what manner to respond to any unauthorized Third-Party use of Licensor’s Licensed IP and shall be exclusively entitled to any remedies, including monetary damages, related thereto or resulting therefrom. As between the Parties, Licensor shall have the sole right, but not any obligation, to defend and control the defense of the validity and enforceability of Licensor’s Licensed IP. If reasonably requested by Licensor, Licensee and the other members of its Group shall reasonably cooperate with Licensor in connection with any such activities, at Licensor’s cost and expense.
Appears in 4 contracts
Samples: Intellectual Property Matters Agreement, Intellectual Property Matters Agreement (Varex Imaging Corp), Intellectual Property Matters Agreement (Varian Medical Systems Inc)