Common use of Infringement Action by Elpiscience Clause in Contracts

Infringement Action by Elpiscience. Elpiscience, upon notice to Inhibrx, shall have the first right to seek to xxxxx any Product Infringement, including initiating and prosecuting any legal action with respect to such Product Infringement, (an “Infringement Action”), at its expense, and to control the defense of any declaratory judgment action relating to a Product Infringement. Inhibrx shall cooperate with Elpiscience (as may be reasonably requested by Elpiscience), including, if necessary, by being joined as a party. Elpiscience shall reimburse Inhibrx for its direct, out-of-pocket costs associated with Inhibrx’s above cooperation, as requested by Elpiscience. Elpiscience shall not enter into any settlement or compromise that would affect the scope, validity, enforcement, exclusivity or duration of any Inhibrx Patent or Inhibrx’s rights under this Agreement, or that would impose a financial obligation on Inhibrx, or impose any admission of guilt or liability on Inhibrx without Inhibrx’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.