MRG) Clause Samples

MRG) in its sole discretion and at its sole cost and expense and with counsel, reasonably satisfactory to MiniMed, shall take any and all appropriate legal action to defend the Licensed Sensor Rights against any suspected infringement or from any attack or threatened attack; provided, however, that MiniMed at all times shall have the right to participate fully in any such action at its own expense. In the event MRG fails within a reasonable time to initiate appropriate action in connection with any such suspected infringement, attack or threatened attack which in the reasonable judgment of MiniMed adversely affects or might adversely affect MiniMed's rights in, to or under the Licensed Sensor Rights, or fails to pursue such action vigorously once commenced, MiniMed upon notice to MRG shall have the right, but not the obligation, to initiate or pursue any such appropriate action in MRG's name but at MiniMed's risk and expense and MRG shall cooperate fully in any such action. Any judgment, damages, settlement or award which results from any such action shall be allocated (a) first, to MRG and MiniMed in proportion and to the extent of the actual costs incurred by each in connection therewith, and (b) thereafter, to MRG and MiniMed in proportion to their actual damages.