Licensee Action. Each Party shall promptly bring to the attention of the other Party any infringement or misappropriation of the Licensed Intellectual Property (or any declaratory action with respect thereto) by any Third Party (an “Infringer”) of which it becomes aware. Subject to Section 8.3 below, Licensee shall have the first right, but not the obligation, after notice to Licensor, to take enforcement action or defend against any Infringer with respect to the Licensed Field of Use (“Licensee Action”). In the event of any Licensee Action, Licensee shall have the sole right and discretion to select counsel and to conduct and control any action or litigation (including settlement thereof), and shall be entitled to any awards or sums resulting therefrom; provided that Licensee shall keep Ganeden reasonably informed of the progress of any such Licensee Action (including status of any settlement negotiations and the terms of any offer related thereto) and consider in good faith any impact such Licensee Action may have on the rights of Ganeden in the Licensed Intellectual Property. In any such Licensee Action, as requested by Licensee, Ganeden shall provide reasonable cooperation, including, joining as a party to such action to the extent necessary to maintain the action (such as through standing). All recoveries in any such Licensee Action will be retained solely by Licensee.
Licensee Action. Licensee shall have the first right to initiate a suit or take other appropriate action it believes is required against any Third Party with respect to infringement or misappropriation of the Licensor Technology, after having conferred with Licensor. Licensee shall have the right to be assisted by and cooperate with its local Affiliates and/or Sublicensees if this is deemed useful or appropriate by Licensee in the interest of an effective enforcement of rights.
Licensee Action. If IBIS fails for the period of ninety (90) days after its attention has been called to the matter by notice in writing by Licensee, in accordance with Section 5.1, to institute any proceedings or actions necessary to prevent any infringement on a commercial scale competitive with Licensee, Licensee may, unless otherwise objected to by IBIS within the ninety (90) day period, at its own cost institute and prosecute actions or proceedings, if necessary, in its name or in the name of IBIS, or both if required by law. Licensee agrees to notify IBIS of any such action. IBIS agrees to cooperate reasonably in the preparation for and prosecution of any such action. Any amounts realized by Licensee from the successful prosecution of any such infringement suit(s) will be applied first to reimburse IBIS for its cost and expenses in connection therewith, then to reimburse Licensee for its costs and expenses in connection with said suit(s), and the balance, if any, shall be divided equally between the parties. Should IBIS object to Licenses initiating suit, then Licensee's continuing obligation to pay royalties shall cease during any such period of non-abatement.
Licensee Action. If Licensor chooses not to bring any infringement action against an infringer, Licensee, with the prior written consent of Licensor, may bring such action in its own name and at its own expense. Licensor shall cooperate in any such action and join as a party if necessary, at Licensee’s expense. Any award or settlement recovered by Licensee in any such action shall belong solely to Licensee after the recovery by both parties of their out-of-pocket costs.
Licensee Action. If LSC gives notice of its intention not to bring such an infringement action or fails to give notice as required in Section 5.4(a), the Infringement Parties in Interest may elect to have all future responsibility with respect to bringing such infringement action, (and be responsible for all fees and expenses related thereto [ * ]; provided, however, if LSO and at least one Additional Licensee are electing Infringement Parties in Interest, LSO shall negotiate in good faith a joint agreement among the electing Infringement Parties in Interest with respect to such infringement action and the sharing of expenses and monetary awards relating thereto. Such joint agreement shall be submitted to review by LSC, which shall have [ * ].
Licensee Action. LICENSEE shall have the right, but not the obligation, to bring suit against any infringer of any patent licensed to LICENSEE hereunder that is owned solely by SKI or jointly by SKI and LICENSEE and join SKI as a party plaintiff, provided that LICENSEE shall bear all the expenses of such suit. In the event LICENSEE brings such suit, and damages or other monies are awarded or received in settlement of such suit, LICENSEE shall be entitled to deduct an amount to cover its out-of-pocket expenses, including attorneys' and professional fees. The balance of any recoveries shall be [**]. SKI will cooperate with LICENSEE in any suit for infringement of a licensed patent brought by LICENSEE against a THIRD PARTY, and shall have the right to consult with LICENSEE and to participate in and be represented by independent counsel in such litigation at its own expense. LICENSEE shall incur no liability to SKI as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding SKI's patent invalid or unenforceable; provided, LICENSEE shall not enter into any settlement, consent judgment, or other voluntary final disposition of such litigation without the prior written consent of SKI, which consent shall not be unreasonably withheld. [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Licensee Action. If LSC gives notice of its intention not to bring such an infringement action or fails to give notice as required in Section 5.4(a), the Infringement Parties in Interest may elect to have all future responsibility with respect to bringing such infringement action, (and be responsible for all fees and expenses related thereto [ * ]; provided, however, if LSO and at least one Additional Licensee are electing Infringement Parties in Interest, LSO shall negotiate in good faith a joint agreement among the electing Infringement Parties in Interest with respect to such infringement action and the sharing of expenses and monetary awards relating thereto. Such joint agreement shall be submitted to review by LSC, which shall have [ * ] from the receipt thereof to accept or reject such agreement. If LSC rejects such agreement, LSC shall proceed with such infringement action as provided in Section 5.4(b). Failure of LSC to reject such agreement within the [ * ] period shall be deemed an acceptance thereof by LSC.
