Common use of INFRINGEMENT AND OTHER ACTIONS Clause in Contracts

INFRINGEMENT AND OTHER ACTIONS. 6.1 LICENSEE and PSRF shall promptly provide written notice, to the other party, of any alleged infringement by a third party of any patent licensed hereunder under PATENT RIGHTS and provide such other party with any available evidence of such infringement. 6.2 Both parties shall use their best efforts in cooperating with each other to terminate such infringement without litigation. For so long as […***…] shall have the first right, but not the obligation, at its cost and expense, to bring and control any action or proceeding with respect to such infringement of PATENT RIGHTS by a third party (or any declaratory judgment action alleging invalidity or noninfringement of any of the PATENT RIGHTS) with counsel of its own choice, and […***…] may, for such purposes, join […***…] as a party plaintiff. […***…] shall have the right, at its own expense, to be represented in any such action with counsel of its own choice. If […***…] fails to bring an action or proceeding […***…] shall have the right, but not the obligation, to bring and control any such action at its own expense and by counsel of its own choice, and […***…] shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 6.2 in a manner that diminishes the rights or interests of the other party without the prior written consent of such other party. Except as otherwise agreed to by the parties as part of a cost-sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses shall be retained by the party bringing such action.

INFRINGEMENT AND OTHER ACTIONS. 6.1 LICENSEE 9.1 Licensee and PSRF Licensor shall promptly provide written notice, to the other party, of any alleged infringement by a third party of any patent licensed hereunder under PATENT RIGHTS the Patent Rights and provide such other party with any available evidence of such infringement. 6.2 Both parties shall use their best efforts in cooperating with each other to terminate such infringement without litigation. For so long as […***…] shall have 9.2 During the first rightterm of this Agreement, but not the obligation, at its cost and expense, to bring and control any action or proceeding with respect to such infringement of PATENT RIGHTS by a third party (or any declaratory judgment action alleging invalidity or noninfringement of any of the PATENT RIGHTS) with counsel of its own choice, and […***…] may, for such purposes, join […***…] as a party plaintiff. […***…] shall have the right, at its own expense, to be represented in any such action with counsel of its own choice. If […***…] fails to bring an action or proceeding […***…] Licensee shall have the right, but not the obligation, to bring and control any such action prosecute and/or defend, at its own expense and by utilizing counsel of its own choice, and any infringement of, and/or challenge to, the Patent Rights. In furtherance of such right, Licensor hereby agrees that Licensee may join Licensor as a party in any such suit. […***…] No settlement, consent judgment or other voluntary final disposition of any such suit may be entered into without the consent of Licensor, which consent shall not unreasonably be withheld. 9.3 [***] [***] Confidential treatment requested. [***] 9.4 If within six (6) months after receiving notice of any alleged infringement, Licensee shall have been unsuccessful in persuading the alleged infringer to desist, or shall not have brought and shall not be diligently prosecuting an infringement action, or if Licensee shall notify Licensor, at any time prior thereto, of its intention not to bring suit against the alleged infringer, then, and in those events only, Licensor shall have the right, but not the obligation, to prosecute, at its own expense, to be represented in any such action by expense and utilizing counsel of its own choice. In , any infringement of the event Patent Rights, and Licensor may, for such purposes, join the Licensee as a party brings an infringement actionplaintiff. [***] 9.5 In any suit to enforce and/or defend the Patent Rights pursuant to this Agreement, the other party shall cooperate fullynot in control of such suit shall, including if required to bring such action, at the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 6.2 in a manner that diminishes the rights or interests request and expense of the other party without controlling party, cooperate in all respects and, to the prior written consent of such other party. Except as otherwise agreed to by extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the parties as part of a cost-sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses shall be retained by the party bringing such actionlike.