Common use of Infringement and Invalidation Clause in Contracts

Infringement and Invalidation. (a) Licensor or Licensee may take appropriate action to protect the integrity of the License and to stop infringement by any other person upon the rights of Licensor and Licensee under the Patent Rights and the rights of Licensee hereunder. Licensor shall have the primary right (but not obligation) to bring legal action against a perceived infringer of the Patent Rights within the Territory and within GreenShift Applications at Licensor's own expense; provided, however, that if Licensor fails to do so, Licensee may do so at Licensee's own expense. In the event either Licensee or Licensor takes any such action, Licensor and Licensee shall cooperate with each other, participating in any litigation initiated as reasonably requested and providing oral and written testimony in connection therewith. If Licensee takes any such action, it shall be entitled to any and all money damages awarded (or received in settlement) as a result of any such infringement. (b) In the event the Patent Rights are invalidated in whole by reexamination or reissue proceedings in the U.S. Patent and Trademark Office, or by judgment of a U.S. District Court (which judgment is not over-turned on appeal) and as a result thereof Licensee's right or ability to manufacture, develop, sell, or otherwise deal with the Invention under the terms of this License Agreement is terminated, then Licensee at its sole election shall be entitled to terminate this Agreement without further obligation to Licensor.

Infringement and Invalidation. (a) Licensor or Licensee may take appropriate action to protect the integrity of the License and to stop infringement by any other person upon the rights of Licensor and Licensee under the Patent Rights and the rights of Licensee hereunder. Licensor shall have the primary right (but not obligation) to bring legal action against a perceived infringer of the Patent Rights within the Territory and within GreenShift Advanced Applications at Licensor's ’s own expense; provided, however, that if Licensor fails to do so, Licensee may do so at Licensee's ’s own expense. In the event either Licensee or Licensor takes any such action, Licensor and Licensee shall cooperate with each otherother on a Best Efforts basis, participating in any litigation initiated as reasonably requested and providing oral and written testimony in connection therewith. If To the extent that Licensee takes any such action, it shall be entitled to any and all money the relevant portion of the damages awarded (or received in settlement) as a result of any such infringement. (b) , irrespective of field of use, territorial or other limitation, on a pro rated basis; thus, for example, Licensee shall be entitled to all of the damages awarded if Licensee prosecutes the infringement at its sole expense. In the event the Patent Rights are invalidated in whole by reexamination or reissue proceedings in the U.S. Patent and Trademark Office, or by judgment of a U.S. District Court (which judgment is not over-turned on appeal) and as a result thereof Licensee's right or ability to manufacture, develop, sell, or otherwise deal with the Invention under the terms of this License Agreement is terminated), then Licensee at its sole election shall be entitled to terminate this License Agreement without further obligation penalty. In the event Licensee is joined as a party to Licensorany action involving the Technology, Licensor agrees to indemnify and hold harmless Licensee for any and all costs, attorneys’ fees, or other sums incurred during such action, without limitation.

Infringement and Invalidation. (a) Licensor or Licensee may take appropriate action to protect the integrity of the License and to stop infringement by any other person upon the rights of Licensor and Licensee under the Patent Rights and the rights of Licensee hereunder. Licensor shall have the primary right (but not obligation) to bring legal action against a perceived infringer of the Patent Rights within the Territory and within GreenShift Applications Field of Use at Licensor's own expense; provided, however, that if Licensor fails to do so, Licensee may do so at Licensee's own expense. In the event either Licensee or Licensor takes any such action, Licensor and Licensee shall cooperate with each other, participating in any litigation initiated as reasonably requested and providing oral and written testimony in connection therewith. If Licensee takes any such action, it shall be entitled to any and all money damages awarded (or received in settlement) as a result of any such infringement. (b) . In the event the Patent Rights are invalidated in whole by reexamination or reissue proceedings in the U.S. Patent and Trademark Office, or by judgment of a U.S. District Court (which judgment is not over-turned on appeal) and as a result thereof Licensee's right or ability to manufacture, develop, sell, or otherwise deal with the Invention Technologies under the terms of this License Agreement is terminated, then Licensee at its sole election shall be entitled to terminate this Agreement without further obligation to Licensor.