Common use of Infringement Actions Against Third Parties Clause in Contracts

Infringement Actions Against Third Parties. 7.2.1 Licensee is responsible for notifying Licensor promptly of any infringement of Licensed Patents (other than Retained Rights or, if applicable, Excluded Rights) that may come to Licensee’s attention. Licensee and Licensor shall consult one another in a timely manner concerning any appropriate response to the infringement. 7.2.2 As between Licensor and Licensee, […***…] shall have the first right, but not the obligation, to prosecute any such infringement […***…]. In any action to enforce any of the Licensed Patents, […***…], at the request and expense of […***…], shall cooperate to the fullest extent reasonably possible, including in the event that, if […***…] is unable to initiate or prosecute such action solely in its own name, […***…] shall join such action voluntarily and shall execute all documents necessary to initiate litigation to prosecute, maintain, and settle such action. 7.2.3 Following the first Grant Date under this Agreement, if […***…] elects not to pursue any infringement of a Licensed Patent, then, to the extent that a Licensed Product is covered by any such Licensed Patent and such Licensed Patent is being infringed by another product […***…] (such infringement, the “[…***…] Infringement”), […***…] shall have the second right, but not the obligation, to prosecute such […***…] Infringement with respect to such other product […***…], at […***…] own expense. In any such action to enforce any of the Licensed Patents, […***…], at the request and expense of […***…], shall cooperate to the fullest extent reasonably possible, including in the event that, if […***…] is unable to initiate or prosecute such action solely in its own name, […***…] shall join such action voluntarily and shall execute all documents necessary to initiate litigation to prosecute and maintain such action. In prosecuting any such […***…] Infringement, […***…] (a) shall not take any actions that would be detrimental to the Licensed Patents and […***…] rights with respect thereto […***…] […***…] and (b) shall not settle any such Competitive Infringement without the prior consent of Licensor. 7.2.4 Any recovery of damages by Licensor for any infringement prior to any Grant Date shall be […***…]. After the first Grant Date under this Agreement, (a) any recovery of damages by […***…] for any infringement other than a […***…] Infringement shall be […***…]; and (b) any recovery of damages by the Party undertaking enforcement or defense of a suit for […***…] Infringement shall be applied, as between Licensor and Licensee but subject to the obligations to Licensor’s licensors under the Existing Licenses, first to reimburse each such Party for costs and expenses (including reasonable attorneys’ fees and costs) incurred by such Party in connection with such suit, and the balance remaining, if any, from any such recovery shall be […***…]. 7.2.5 Licensee acknowledges and agrees that (a) the rights and obligations under this Section 7.2 are subject to the rights of Licensor’s licensors under the Existing Licenses (including any consent or approval rights or rights to control or participate in any enforcement actions); and (b) Licensor’s obligations under this Agreement only apply to the extent that Licensor has any rights with respect to enforcing the Licensed Patents under the Existing Licenses. Furthermore, Licensee acknowledges the following: 7.2.5.1 All monies recovered upon the final judgment or settlement of any action with respect to […***…] Infringement will also need to be allocated to Licensor’s licensors under the Existing Licenses (a) to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of such licensors, (b) to take into account the royalties payable to such licensors; and (c) to take into account the relative extent of such licensors’ financial participation in such action, if applicable. 7.2.5.2 Licensor’s licensors under the Existing Licenses retain the continuing right to intervene at their own expense and join Licensor or Licensee in any claim or suit for infringement of the Licensed Patents. 7.2.5.3 In any infringement of the Licensed Patents prosecuted by Licensors’ licensors under the Existing Licenses, all financial recoveries will be […***…]. 7.2.5.4 In any infringement of the Licensed Patents prosecuted by Licensor’s licensors under the Existing Licenses, […***…] agrees, at the request and expense of such licensors, to cooperate to the fullest extent reasonably possible, to the same extent as though […***…] were prosecuting such suit (as provided in this Section 7.2, including Section 7.2.2). 7.2.5.5 The written consent of […***…] under the […***…] will be required (a) for any decision that would have a materially adverse effect on the validity, scope of patent claims, or enforceability of the Licensed Patents and (b) for any settlement or compromise of any infringement suit that would impose any obligations or restrictions on any of […***…], or grants any rights to the Licensed Patents other than rights that […***…].

Infringement Actions Against Third Parties. 7.2.1 Licensee is responsible for notifying Licensor promptly of any infringement of Licensed Patents (other than Retained Rights or, if applicable, Excluded Rights) that may come to Licensee’s attention. Licensee and Licensor shall consult one another in a timely manner concerning any appropriate response to the infringement. 7.2.2 As between Licensor and Licensee, […***…] * shall have the first right, but not the obligation, to prosecute any such infringement […***…]*. In any action to enforce any of the Licensed Patents, […***…]*, at the request and expense of […***…]*, shall cooperate to the fullest extent reasonably possible, including in the event that, if […***…] * is unable to initiate or prosecute such action solely in its own name, […***…] * shall join such action voluntarily and shall execute all documents necessary to initiate litigation to prosecute, maintain, and settle such action. 7.2.3 Following the first Grant Date under this Agreement, if […***…] * elects not to pursue any infringement of a Licensed Patent, then, to the extent that a Licensed Product is covered by any such Licensed Patent and such Licensed Patent is being infringed by another product […***…] * (such infringement, the “[…***…] * Infringement”), […***…] * shall have the second right, but not the obligation, to prosecute such […***…] * Infringement with respect to such other product […***…]*, at […***…] * own expense. In any such action to enforce any of the Licensed Patents, […***…]*, at the request and expense of […***…]*, shall cooperate to the fullest extent reasonably possible, including in the event that, if […***…] * is unable to initiate or prosecute such action solely in its own name, […***…] * shall join such action voluntarily and shall execute all documents necessary to initiate litigation to prosecute and maintain such action. In prosecuting any such […***…] * Infringement, […***…] * (a) shall not take any actions that would be detrimental to the Licensed Patents and […***…] * rights with respect thereto […***…] […* ***…] * and (b) shall not settle any such Competitive Infringement without the prior consent of Licensor. 7.2.4 Any recovery of damages by Licensor for any infringement prior to any Grant Date shall be […***…]*. After the first Grant Date under this Agreement, (a) any recovery of damages by […***…] * for any infringement other than a […***…] * Infringement shall be […***…]*; and (b) any recovery of damages by the Party undertaking enforcement or defense of a suit for […***…] * Infringement shall be applied, as between Licensor and Licensee but subject to the obligations to Licensor’s licensors under the Existing Licenses, first to reimburse each such Party for costs and expenses (including reasonable attorneys’ fees and costs) incurred by such Party in connection with such suit, and the balance remaining, if any, from any such recovery shall be […***…]*. 7.2.5 Licensee acknowledges and agrees that (a) the rights and obligations under this Section 7.2 are subject to the rights of Licensor’s licensors under the Existing Licenses ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (including any consent or approval rights or rights to control or participate in any enforcement actions); and (b) Licensor’s obligations under this Agreement only apply to the extent that Licensor has any rights with respect to enforcing the Licensed Patents under the Existing Licenses. Furthermore, Licensee acknowledges the following: 7.2.5.1 All monies recovered upon the final judgment or settlement of any action with respect to […***…] * Infringement will also need to be allocated to Licensor’s licensors under the Existing Licenses (a) to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of such licensors, (b) to take into account the royalties payable to such licensors; and (c) to take into account the relative extent of such licensors’ financial participation in such action, if applicable. 7.2.5.2 Licensor’s licensors under the Existing Licenses retain the continuing right to intervene at their own expense and join Licensor or Licensee in any claim or suit for infringement of the Licensed Patents. 7.2.5.3 In any infringement of the Licensed Patents prosecuted by Licensors’ licensors under the Existing Licenses, all financial recoveries will be […***…]*. 7.2.5.4 In any infringement of the Licensed Patents prosecuted by Licensor’s licensors under the Existing Licenses, […***…] * agrees, at the request and expense of such licensors, to cooperate to the fullest extent reasonably possible, to the same extent as though […***…] * were prosecuting such suit (as provided in this Section 7.2, including Section 7.2.2). 7.2.5.5 The written consent of […***…] * under the […***…] * will be required (a) for any decision that would have a materially adverse effect on the validity, scope of patent claims, or enforceability of the Licensed Patents and (b) for any settlement or compromise of any infringement suit that would impose any obligations or restrictions on any of […***…]*, or grants any rights to the Licensed Patents other than rights that […***…]*.

Infringement Actions Against Third Parties. 7.2.1 Licensee is responsible for notifying Licensor promptly of any infringement of Licensed Patents (other than Retained Rights or, if applicable, Excluded Rights) that may come to Licensee’s attention. Licensee and Licensor shall consult one another in a timely manner concerning any appropriate response to the infringement. 7.2.2 As between Licensor and Licensee, […***…] * shall have the first right, but not the obligation, to prosecute any such infringement […***…]*. In any action to enforce any of the Licensed Patents, […***…]*, at the request and expense of […***…]*, shall cooperate to the fullest extent reasonably possible, including in the event that, if […***…] * is unable to initiate or prosecute such action solely in its own name, […***…] * shall join such action voluntarily and shall execute all documents necessary to initiate litigation to prosecute, maintain, and settle such action. 7.2.3 Following the first Grant Date under this Agreement, if […If ***…] * elects not to pursue any infringement of a Licensed Patent, then, to the extent that a Licensed Product is covered by any such Licensed License Patent and such Licensed Patent is being infringed by another product […***…] * (such infringement, the “[…***…] * Infringement”), […***…] * shall have the second right, but not the obligation, to prosecute such […***…] * Infringement with respect to such other product […***…]*, at […***…] * own expense. In any such action to enforce any of the Licensed Patents, […***…]*, at the request and expense of […***…]*, shall cooperate to the fullest extent reasonably possible, including in the event that, if […***…] * is unable to initiate or prosecute such action solely in its own name, […***…] *CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. **** shall join such action voluntarily and shall execute all documents necessary to initiate litigation to prosecute and maintain such action. In prosecuting any such […***…] * Infringement, […***…] * (a) shall not take any actions that would be detrimental to the Licensed Patents and […***…] * rights with respect thereto […***…] […***…] * and (b) shall not settle any such Competitive **** Infringement without the prior consent of Licensor****. 7.2.4 Any recovery of damages by Licensor for any infringement prior to any Grant Date shall be […***…]. After the first Grant Date under this Agreement, (a) any recovery of damages by […***…] * for any infringement other than a […***…] * Infringement shall be […***…]; and (b) any *. Any recovery of damages by the Party undertaking enforcement or defense of a suit for […***…] * Infringement shall be applied, as between Licensor and Licensee but subject to the obligations to Licensor’s licensors under the Existing Licenses, first to reimburse each such Party for costs and expenses (including reasonable attorneys’ fees and costs) incurred by such Party in connection with such suit, and the balance remaining, if any, from any such recovery shall be […***…]*. 7.2.5 Licensee acknowledges and agrees that (a) the rights and obligations under this Section 7.2 are subject to the rights of Licensor’s licensors under the Existing Licenses (including any consent or approval rights or rights to control or participate in any enforcement actions); and (b) Licensor’s obligations under this Agreement only apply to the extent that Licensor has any rights with respect to enforcing the Licensed Patents under the Existing Licenses. Furthermore, Licensee acknowledges the following: 7.2.5.1 All monies recovered upon the final judgment or settlement of any action with respect to […***…] * Infringement will also need to be allocated to Licensor’s licensors under the Existing Licenses (a) to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of such licensors, (b) to take into account the royalties payable to such licensors; and (c) to take into account the relative extent of such licensors’ financial participation in such action, if applicable. 7.2.5.2 Licensor’s licensors under the Existing Licenses retain the continuing right to intervene at their own expense and join Licensor or Licensee in any claim or suit for infringement of the Licensed Patents. 7.2.5.3 In any infringement of the Licensed Patents prosecuted by Licensors’ licensors under the Existing Licenses, all financial recoveries will be […***…]*. 7.2.5.4 In any infringement of the Licensed Patents prosecuted by Licensor’s licensors under the Existing Licenses, […***…] * agrees, at the request and expense of such licensors, to cooperate to the fullest extent reasonably possible, to the same extent as though […***…] * were prosecuting such suit (as provided in this Section 7.2, including Section 7.2.2). 7.2.5.5 The written consent of […***…] * under the […***…] * will be required (a) for any decision that would have a materially adverse effect on the validity, scope of patent claims, or enforceability of the Licensed Patents Patent Rights and (b) for any settlement or compromise of any infringement suit that would impose any obligations or restrictions on any of […its ***…]*, or grants any rights to the Licensed Patents other than rights that […***…]*. ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Infringement Actions Against Third Parties. 7.2.1 Licensee is responsible for notifying Licensor promptly of any infringement of Licensed Patents (other than Retained Rights or, if applicable, Excluded Rights) that may come to Licensee’s attention. Licensee and Licensor shall consult one another in a timely manner concerning any appropriate response to the infringement. 7.2.2 As between Licensor and Licensee, […***…] shall have the first right, but not the obligation, to prosecute any such infringement […***…]. In any action to enforce any of the Licensed Patents, […***…], at the request and expense of […***…], shall cooperate to the fullest extent reasonably possible, including in the event that, if […***…] is unable to initiate or prosecute such action solely in its own name, […***…] shall join such action voluntarily and shall execute all documents necessary to initiate litigation to prosecute, maintain, and settle such action. 7.2.3 Following the first Grant Date under this Agreement, if If […***…] elects not to pursue any infringement of a Licensed Patent, then, to the extent that a Licensed Product is covered by any such Licensed License Patent and such Licensed Patent is being infringed by another product […***…] (such infringement, the “[…***…] Infringement”), […***…] shall have the second right, but not the obligation, to prosecute such […***…] Infringement with respect to such other product […***…], at […***…] own expense. In any such action to enforce any of the Licensed Patents, […***…], at the request and expense of […***…], shall cooperate to the fullest extent reasonably possible, including in the event that, if […***…] is unable to initiate or prosecute such action solely in its own name, […***…] shall join such action voluntarily and shall execute all documents necessary to initiate litigation to prosecute and maintain such action. In prosecuting any such […***…] Infringement, […***…] (a) shall not take any actions that would be detrimental to the Licensed Patents and […***…] rights with respect thereto […***…] […***…] and (b) shall not settle any such Competitive […***…] Infringement without the prior consent of Licensor. 7.2.4 Any recovery of damages by Licensor for any infringement prior to any Grant Date shall be […***…]. After the first Grant Date under this Agreement, (a) any . 7.2.4 Any recovery of damages by […***…] for any infringement other than a […***…] Infringement shall be […***…]; and (b) any . Any recovery of damages by the Party undertaking enforcement or defense of a suit for […***…] Infringement shall be applied, as between Licensor and Licensee but subject to the obligations to Licensor’s licensors under the Existing Licenses, first to reimburse each such Party for costs and expenses (including reasonable attorneys’ fees and costs) incurred by such Party in connection with such suit, and the balance remaining, if any, from any such recovery shall be […***…]. 7.2.5 Licensee acknowledges and agrees that (a) the rights and obligations under this Section 7.2 are subject to the rights of Licensor’s licensors under the Existing Licenses (including any consent or approval rights or rights to control or participate in any enforcement actions); and (b) Licensor’s obligations under this Agreement only apply to the extent that Licensor has any rights with respect to enforcing the Licensed Patents under the Existing Licenses. Furthermore, Licensee acknowledges the following: 7.2.5.1 All monies recovered upon the final judgment or settlement of any action with respect to […***…] Infringement will also need to be allocated to Licensor’s licensors under the Existing Licenses (a) to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of such licensors, (b) to take into account the royalties payable to such licensors; and (c) to take into account the relative extent of such licensors’ financial participation in such action, if applicable. 7.2.5.2 Licensor’s licensors under the Existing Licenses retain the continuing right to intervene at their own expense and join Licensor or Licensee in any claim or suit for infringement of the Licensed Patents. 7.2.5.3 In any infringement of the Licensed Patents prosecuted by Licensors’ licensors under the Existing Licenses, all financial recoveries will be […***…]. 7.2.5.4 In any infringement of the Licensed Patents prosecuted by Licensor’s licensors under the Existing Licenses, […***…] agrees, at the request and expense of such licensors, to cooperate to the fullest extent reasonably possible, to the same extent as though […***…] were prosecuting such suit (as provided in this Section 7.2, including Section 7.2.2). 7.2.5.5 The written consent of […***…] under the […***…] will be required (a) for any decision that would have a materially adverse effect on the validity, scope of patent claims, or enforceability of the Licensed Patents Patent Rights and (b) for any settlement or compromise of any infringement suit that would impose any obligations or restrictions on any of its […***…], or grants any rights to the Licensed Patents other than rights that […***…].

Infringement Actions Against Third Parties. 7.2.1 Licensee is responsible for notifying Licensor promptly of any infringement of Licensed Patents (other than Retained Rights or, if applicable, Excluded Rights) that may come to Licensee’s attention. Licensee and Licensor shall consult one another in a timely manner concerning any appropriate response to the infringement. 7.2.2 As between Licensor and Licensee, […***…] shall have the first right, but not the obligation, to prosecute any such infringement […***…]. In any action to enforce any of the Licensed Patents, […***…], at the request and expense of […***…], shall cooperate to the fullest extent reasonably possible, including in the event that, if […***…] is unable to initiate or prosecute such action solely in its own name, […***…] shall join such action voluntarily and shall execute all documents necessary to initiate litigation to prosecute, maintain, and settle such action. 7.2.3 Following the first Grant Date under this Agreement, if […***…] elects not to pursue any infringement of a Licensed Patent, then, to the extent that a Licensed Product is covered by any such Licensed Patent and such Licensed Patent is being infringed by another product […***…] (such infringement, the “[…***…] Infringement”), […***…] shall have the second right, but not the obligation, to prosecute such […***…] Infringement with respect to such other product […***…], at […***…] own expense. In any such action to enforce any of the Licensed Patents, […***…], at the request and expense of […***…], shall cooperate to the fullest extent reasonably possible, including in the event that, if […***…] is unable to initiate or prosecute such action solely in its own name, […***…] shall join such action voluntarily and shall execute all documents necessary to initiate litigation to prosecute and maintain such action. In prosecuting any such […***…] Infringement, […***…] (a) shall not take any actions that would be detrimental to the Licensed Patents and […***…] rights with respect thereto […***…] […***…] and (b) shall not settle any such Competitive Infringement without the prior consent of Licensor. 7.2.4 Any recovery of damages by Licensor for any infringement prior to any Grant Date shall be […***…]. After the first Grant Date under this Agreement, (a) any recovery of damages by […***…] for any infringement other than a […***…] Infringement shall be […***…]; and (b) any recovery of damages by the Party undertaking enforcement or defense of a suit for […***…] Infringement shall be applied, as between Licensor and Licensee but subject to the obligations to Licensor’s licensors under the Existing Licenses, first to reimburse each such Party for costs and expenses (including reasonable attorneys’ fees and costs) incurred by such Party in connection with such suit, and the balance remaining, if any, from any such recovery shall be […***…]. 7.2.5 Licensee acknowledges and agrees that (a) the rights and obligations under this Section 7.2 are subject to the rights of Licensor’s licensors under the Existing Licenses *** Confidential Treatment Requested *** (including any consent or approval rights or rights to control or participate in any enforcement actions); and (b) Licensor’s obligations under this Agreement only apply to the extent that Licensor has any rights with respect to enforcing the Licensed Patents under the Existing Licenses. Furthermore, Licensee acknowledges the following: 7.2.5.1 All monies recovered upon the final judgment or settlement of any action with respect to […***…] Infringement will also need to be allocated to Licensor’s licensors under the Existing Licenses (a) to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of such licensors, (b) to take into account the royalties payable to such licensors; and (c) to take into account the relative extent of such licensors’ financial participation in such action, if applicable. 7.2.5.2 Licensor’s licensors under the Existing Licenses retain the continuing right to intervene at their own expense and join Licensor or Licensee in any claim or suit for infringement of the Licensed Patents. 7.2.5.3 In any infringement of the Licensed Patents prosecuted by Licensors’ licensors under the Existing Licenses, all financial recoveries will be […***…]. 7.2.5.4 In any infringement of the Licensed Patents prosecuted by Licensor’s licensors under the Existing Licenses, […***…] agrees, at the request and expense of such licensors, to cooperate to the fullest extent reasonably possible, to the same extent as though […***…] were prosecuting such suit (as provided in this Section 7.2, including Section 7.2.2). 7.2.5.5 The written consent of […***…] under the […***…] will be required (a) for any decision that would have a materially adverse effect on the validity, scope of patent claims, or enforceability of the Licensed Patents and (b) for any settlement or compromise of any infringement suit that would impose any obligations or restrictions on any of […***…], or grants any rights to the Licensed Patents other than rights that […***…].

Infringement Actions Against Third Parties. 7.2.1 Licensee is responsible for notifying Licensor promptly of any infringement of Licensed Patents (other than Retained Rights or, if applicable, Excluded Rights) that may come to Licensee’s attention. Licensee and Licensor shall consult one another in a timely manner concerning any appropriate response to the infringement. 7.2.2 As between Licensor and Licensee, […***…] shall have the first right, but not the obligation, to prosecute any such infringement […***…]. In any action to enforce any of the Licensed Patents, […***…], at the request and expense of […***…], shall cooperate to the fullest extent reasonably possible, including in the event that, if […***…] is unable to initiate or prosecute such action solely in its own name, […***…] shall join such action voluntarily and shall execute all documents necessary to initiate litigation to prosecute, maintain, and settle such action. 7.2.3 Following the first Grant Date under this Agreement, if If […***…] elects not to pursue any infringement of a Licensed Patent, then, to the extent that a Licensed Product is covered by any such Licensed License Patent and such Licensed Patent is being infringed by another product […***…] (such infringement, the “[…***…] Infringement”), […***…] shall have the second right, but not the obligation, to prosecute such […***…] Infringement with respect to such other product […***…], at […***…] own expense. In any such action to enforce any of the Licensed Patents, […***…], at the request and expense of […***…], shall cooperate to the fullest extent reasonably possible, including in the event that, if […***…] is unable to initiate or prosecute such action solely in its own name, *** Confidential Treatment Requested *** […***…] shall join such action voluntarily and shall execute all documents necessary to initiate litigation to prosecute and maintain such action. In prosecuting any such […***…] Infringement, […***…] (a) shall not take any actions that would be detrimental to the Licensed Patents and […***…] rights with respect thereto […***…] […***…] and (b) shall not settle any such Competitive […***…] Infringement without the prior consent of Licensor. 7.2.4 Any recovery of damages by Licensor for any infringement prior to any Grant Date shall be […***…]. After the first Grant Date under this Agreement, (a) any . 7.2.4 Any recovery of damages by […***…] for any infringement other than a […***…] Infringement shall be […***…]; and (b) any . Any recovery of damages by the Party undertaking enforcement or defense of a suit for […***…] Infringement shall be applied, as between Licensor and Licensee but subject to the obligations to Licensor’s licensors under the Existing Licenses, first to reimburse each such Party for costs and expenses (including reasonable attorneys’ fees and costs) incurred by such Party in connection with such suit, and the balance remaining, if any, from any such recovery shall be […***…]. 7.2.5 Licensee acknowledges and agrees that (a) the rights and obligations under this Section 7.2 are subject to the rights of Licensor’s licensors under the Existing Licenses (including any consent or approval rights or rights to control or participate in any enforcement actions); and (b) Licensor’s obligations under this Agreement only apply to the extent that Licensor has any rights with respect to enforcing the Licensed Patents under the Existing Licenses. Furthermore, Licensee acknowledges the following: 7.2.5.1 All monies recovered upon the final judgment or settlement of any action with respect to […***…] Infringement will also need to be allocated to Licensor’s licensors under the Existing Licenses (a) to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of such licensors, (b) to take into account the royalties payable to such licensors; and (c) to take into account the relative extent of such licensors’ financial participation in such action, if applicable. 7.2.5.2 Licensor’s licensors under the Existing Licenses retain the continuing right to intervene at their own expense and join Licensor or Licensee in any claim or suit for infringement of the Licensed Patents. 7.2.5.3 In any infringement of the Licensed Patents prosecuted by Licensors’ licensors under the Existing Licenses, all financial recoveries will be […***…]. 7.2.5.4 In any infringement of the Licensed Patents prosecuted by Licensor’s licensors under the Existing Licenses, […***…] agrees, at the request and expense of such licensors, to cooperate to the fullest extent reasonably possible, to the same extent as though […***…] were prosecuting such suit (as provided in this Section 7.2, including Section 7.2.2). 7.2.5.5 The written consent of […***…] under the […***…] will be required (a) for any decision that would have a materially adverse effect on the validity, scope of patent claims, or enforceability of the Licensed Patents Patent Rights and (b) for any settlement or compromise of any infringement suit that would impose any obligations or restrictions on any of its […***…], or grants any rights to the Licensed Patents other than rights that […***…].. *** Confidential Treatment Requested ***