Common use of Enforcement in the Territory Clause in Contracts

Enforcement in the Territory. The following provisions of this Section 12.3 ("Enforcement in the Territory") shall remain in effect with respect to Licensor and its Proprietary Rights licensed hereunder only for so long as the license granted by Licensor in Section 2.1 ("Licensor License") is exclusive: The Parties agree that Licensee shall be responsible for, and shall bear all costs of (including without limitation attorneys' fees), policing, protecting and enforcing in the Territory all Proprietary Rights of Licensor (whether existing as of the Effective Date or coming into existence thereafter) which are exclusively licensed to Licensee hereunder, but such obligation shall continue for each Proprietary Right only for so long as such Proprietary Right remains subject to an exclusive license grant hereunder. Licensee agrees to make its best efforts to fulfill this obligation. If Licensee fails, for any reason, to fulfill this obligation adequately, in the good faith judgment of Licensor, Licensor shall have the right to, upon fifteen (15) days' prior written notice to Licensee, take whatever action it deems appropriate and Licensee will fully cooperate therewith; provided, however, that if Licensee fulfills this obligation during such 15-day period, then Licensor shall not have such right. In the event Licensor exercises such right in accordance with this Section 12.3, Licensor shall bear all expenses of such action and receive all benefits (which may include money damages and cross-licenses) that may result therefrom. Notwithstanding the foregoing, Licensee shall not take any formal legal action on account of any suspected or actual infringement or in response to any claim challenging any Proprietary Right of Licensor without the prior written consent of Licensor, which consent shall not be unreasonably withheld.

Enforcement in the Territory. The In the event that TW provides notice to ---------------------------- IN in accordance with Section 7.3 ("Notice of Third Party Infringement"), the Parties agree that during the period and in a jurisdiction where TW has exclusive rights under this Agreement, neither will notify the suspected infringer of the alleged infringement without first obtaining the consent of the other Party, which consent shall not be unreasonably denied, and that IN will take appropriate action with respect to the suspected infringer, including sending a demand letter, if necessary, within thirty (30) days of the date it receives notice from TW. Both Parties shall use their reasonable efforts in cooperation with each other to terminate any such suspected or actual infringement without litigation. If such efforts fail, TW may request in writing that IN take legal action against the infringement, and if the infringing activity has not ceased within ninety (90) days following provisions the effective date of such request, IN shall have the right to either commence suit or refuse to participate in such suit; and IN shall give notice of its election in writing to TW within one hundred (100) days of receipt of TW's written request. TW may thereafter bring suit for patent infringement at its own expense if and only if IN elects not to commence suit and if the infringement occurred during the period and in a jurisdiction where TW has exclusive rights under this Agreement under the Licensed Patent at issue. In such event, TW shall have the sole control and decision-making authority with respect to defending and enforcing the Licensed Patent solely in connection with such suit and further provided that IN does not thereafter join such suit. If TW elects to bring suit in accordance with this Section 12.3 7.5 ("Enforcement in the Territory") shall remain in effect with respect to Licensor and ), IN may thereafter join such suit at its Proprietary Rights licensed hereunder only for so long own expense. Any such legal action as the license granted by Licensor in Section 2.1 ("Licensor License") is exclusive: The Parties agree that Licensee decided upon shall be responsible for, and shall bear all costs of (including without limitation attorneys' fees), policing, protecting and enforcing in at the Territory all Proprietary Rights of Licensor (whether existing as expense of the Effective Date or coming into existence thereafter) which are exclusively licensed Party on account of whom suit is brought and all recoveries recovered thereby shall belong to Licensee hereundersuch Party, but such obligation shall continue for each Proprietary Right only for so long as such Proprietary Right remains subject to an exclusive license grant hereunder. Licensee agrees to make its best efforts to fulfill this obligation. If Licensee fails, for any reason, to fulfill this obligation adequately, in the good faith judgment of Licensor, Licensor shall have the right to, upon fifteen (15) days' prior written notice to Licensee, take whatever action it deems appropriate and Licensee will fully cooperate therewith; provided, however, that any legal action decided upon by TW and IN and fully participated in by both shall be at the joint expense of both Parties and all recoveries shall be allocated in the following order: (i) to each Party, reimbursement of costs and fees of outside attorneys and other related expenses to the extent each Party paid for such costs, fees, and expenses; and (ii) any remaining amount shall be allocated as follows: to IN, all settlement amounts, licenses, damages, and other recoveries based on infringement through the Effective Date, if Licensee fulfills this obligation during such 15-day periodany; and to TW, then Licensor shall not have such right. In all settlement amounts, licenses, damages, and other recoveries based on infringement after the event Licensor exercises such right Effective Date, if any; or, if the remaining amount is insufficient to cover both, the Parties will share jointly in accordance with this Section 12.3, Licensor shall bear all expenses proportion to the amount of such action and receive all benefits (which may include money damages and cross-licenses) that may result therefromrecoveries such Party would otherwise be entitled to receive. Notwithstanding Each Party agrees to cooperate with the foregoing, Licensee shall not take any formal other in legal action proceedings instituted hereunder but at the expense of the Party on account of whom suit is brought. Such legal proceedings shall be controlled by the Party bringing the action, except that IN may be represented by counsel of its choice in any action brought by TW. TW shall have no right to bring suit against any suspected or actual infringement or alleged infringer during the period and in response a jurisdiction where TW does not have exclusive rights under this Agreement under the Licensed Patent at issue, unless the Parties agree otherwise. IN shall not grant any licenses to any claim challenging Licensed Patent as part of any Proprietary Right of Licensor settlement under this Section 7.5 without the obtaining TW's prior written consent of Licensorconsent, which consent shall not be unreasonably withheld.

Enforcement in the Territory. The following provisions of this ---------------------------- Section 12.3 12.4 ("Enforcement in the Territory") shall become effective on the Approval Date and shall remain in effect thereafter, with respect to a particular Licensor and its Proprietary Rights licensed hereunder hereunder, only for so long as the license granted by such Licensor in Section 2.1 ("Licensor TW License") or Section 2.2 ("IN License"), as applicable, is exclusive: --------- The Parties agree that Licensee that, commencing as of the Approval Date, TWIN shall be responsible for, and shall bear all costs of (including without limitation attorneys' fees), policing, protecting and enforcing in the Territory all Proprietary Rights of Licensor the Licensors (whether existing as of the Effective Approval Date or coming into existence thereafter) which are exclusively licensed to Licensee TWIN hereunder, but such obligation shall continue for each Proprietary Right only for so long as such Proprietary Right remains subject to an exclusive license grant hereunder. Licensee TWIN agrees to make its best efforts to fulfill this obligation. If Licensee TWIN fails, for any reason, to fulfill this obligation adequately, in the good faith judgment of Licensorthe Licensor owner of the affected Proprietary Right, such Licensor shall have the right to, upon fifteen (15) days' prior written notice to LicenseeTWIN, take whatever action it deems appropriate and Licensee TWIN will fully cooperate therewith; provided, however, that if Licensee TWIN fulfills this obligation during such 15-day period, then such Licensor shall not have such right. In the event a Licensor exercises such right in accordance with this Section 12.312.4, such Licensor shall bear all expenses of such action and receive all benefits (which may include money damages and cross-licenses) that may result therefrom. Notwithstanding the foregoing, Licensee TWIN shall not take any formal legal action on account of any suspected or actual infringement or in response to any claim challenging any Proprietary Right of a Licensor without the prior written consent of the relevant Licensor, which consent shall not be unreasonably withheld.

Enforcement in the Territory. The In the event that Licensee provides notice to Licensor in accordance with Section 7.3 ("Notice of Third Party Infringement"), the Parties agree that during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement, neither will notify the suspected infringer of the alleged infringement without first obtaining the consent of the other Party, which consent shall not be unreasonably denied, and that Licensor will take appropriate action with respect to the suspected infringer, including sending a demand letter, if necessary, within thirty (30) days of the date it receives notice from Licensee. Both Parties shall use their reasonable efforts in cooperation with each other to terminate any such suspected or actual infringement without litigation. If such efforts fail, Licensee may request in writing that Licensor take legal action against the infringement, and if the infringing activity has not ceased within ninety (90) days following provisions the effective date of such request, Licensor shall have the right to either commence suit or refuse to participate in such suit; and Licensor shall give notice of its election in writing to Licensee within one hundred (100) days of receipt of Licensee's written request. Licensee may thereafter bring suit for patent infringement at its own expense if and only if Licensor elects not to commence suit and if the infringement occurred during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement under the Licensed Patent at issue. In such event, Licensee shall have the sole control and decision-making authority with respect to defending and enforcing the Licensed Patent solely in connection with such suit and further provided that Licensor does not thereafter join such suit. If Licensee elects to bring suit in accordance with this Section 12.3 7.5 ("Enforcement in the Territory") shall remain in effect with respect to ), Licensor and may thereafter join such suit at its Proprietary Rights licensed hereunder only for so long own expense. Any such legal action as the license granted by Licensor in Section 2.1 ("Licensor License") is exclusive: The Parties agree that Licensee decided upon shall be responsible for, and shall bear all costs of (including without limitation attorneys' fees), policing, protecting and enforcing in at the Territory all Proprietary Rights of Licensor (whether existing as expense of the Effective Date or coming into existence thereafter) which are exclusively licensed Party on account of whom suit is brought and all recoveries recovered thereby shall belong to Licensee hereundersuch Party, but such obligation shall continue for each Proprietary Right only for so long as such Proprietary Right remains subject to an exclusive license grant hereunder. Licensee agrees to make its best efforts to fulfill this obligation. If Licensee fails, for any reason, to fulfill this obligation adequately, in the good faith judgment of Licensor, Licensor shall have the right to, upon fifteen (15) days' prior written notice to Licensee, take whatever action it deems appropriate and Licensee will fully cooperate therewith; provided, however, that any legal action decided upon by Licensee and Licensor and fully participated in by both shall be at the joint expense of both Parties and all recoveries shall be allocated in the following order: (i) to each Party, reimbursement of costs and fees of outside attorneys and other related expenses to the extent each Party paid for such costs, fees, and expenses; and (ii) any remaining amount shall be allocated as follows: to Licensor, all settlement amounts, licenses, damages, and other recoveries based on infringement through January 31, 2000, if any; and to Licensee, all settlement amounts, licenses, damages, and other recoveries based on infringement after January 31, 2000, if any; or, if the remaining amount is insufficient to cover both, the Parties will share jointly in proportion to the amount of such recoveries such Party would otherwise be entitled to receive. Each Party agrees to cooperate with the other in legal proceedings instituted hereunder but at the expense of the Party on account of whom suit is brought. Such legal proceedings shall be controlled by the Party bringing the action, except that Licensor may be represented by counsel of its choice in any action brought by Licensee. Licensee fulfills shall have no right to bring suit against any suspected or alleged infringer during the period and in a jurisdiction where Licensee does not have exclusive rights under this obligation during such 15-day periodAgreement under the Licensed Patent at issue, then unless the Parties agree otherwise. Licensor shall not have such right. In the event Licensor exercises such right in accordance with grant any licenses to any Licensed Patent as part of any settlement under this Section 12.3, Licensor shall bear all expenses of such action and receive all benefits (which may include money damages and cross-licenses) that may result therefrom. Notwithstanding the foregoing, Licensee shall not take any formal legal action on account of any suspected or actual infringement or in response to any claim challenging any Proprietary Right of Licensor 7.5 without the obtaining Licensee's prior written consent of Licensorconsent, which consent shall not be unreasonably withheld.