Common use of Licensee Participation Clause in Contracts

Licensee Participation. Licensee shall have the sole and exclusive right to select counsel for any suit referred to in this Article X and shall, except as provided herein, pay all expenses of the suit, including without limitation attorneys' fees and court costs. Licensor shall have the right, but not the obligation, to contribute fifty percent (50%) of the costs incurred in connection with such litigation and, if it so elects, any damages, royalties, settlement fees or other consideration received by Licensee for past infringement or misappropriation as a result of such litigation shall be shared by Licensee and Licensor pro rata based on their respective sharing of the costs of such litigation. In the event that Licensor elects not to contribute to the costs of such litigation, Licensee shall be entitled to retain any damages, royalties, settlement fees or other consideration resulting therefrom. If necessary, Licensor shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit. Licensor shall offer reasonable assistance to Licensee at no charge to Licensee except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance. Licensor shall have the right to participate and be represented in any such suit by its own counsel at its own expense. Licensee shall not settle any such suit involving rights of Licensor without obtaining the prior written consent of Licensor, which consent shall not be unreasonably withheld.

Licensee Participation. Licensee Licensor shall have the sole and exclusive right to select counsel for any suit referred to in Section 9.6 and this Article X Section 9.7 and shall, except as provided herein, pay all expenses of the suit, including without limitation attorneys' fees and court costs. Licensor Licensee shall have the right, but not the obligation, to contribute fifty percent (50%) of the costs incurred in connection with such litigation and, if it so elects, any damages, royalties, settlement fees or other consideration received by Licensee Licensor for past infringement or misappropriation as a result of such litigation shall be shared by Licensee and Licensor pro rata based on their respective sharing of the costs of such litigation. In the event that Licensor Licensee elects not to contribute to the costs of such litigation, Licensee Licensor shall be entitled to retain any damages, royalties, settlement fees or other consideration resulting therefrom. If necessary, Licensor Licensee shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit. Licensor Licensee shall offer reasonable assistance to Licensee Licensor at no charge to Licensee Licensor except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance. Licensor Licensee shall have the right to participate and be represented in any such suit by its own counsel at its own expense. Licensee shall not settle any such suit involving rights of Licensor without obtaining the prior written consent of Licensor, which consent shall not be unreasonably withheld.