Common use of NVS’ Rights Clause in Contracts

NVS’ Rights. NVS will have the right (but not the obligation) to initiate an infringement, misappropriation, or other appropriate suit (an “Infringement Action”) anywhere in the world against any Third Party as to [***] at its cost and expense; provided, that (a) NVS will keep HMI reasonably informed about any such Infringement Action, (b) HMI will provide reasonable cooperation to NVS in connection with such Infringement Action, including, to the extent the Infringement Action relates to any [***], by promptly supplying or executing all papers and instruments, or requiring its employees to supply or execute such papers and instruments, as may be necessary for purposes of initiating and pursuing such Infringement Action, at NVS’ cost and expense, (c) NVS will not take any position with respect to, or settle, such Infringement Action in any way that would adversely affect the scope, validity, or enforceability of any [***] without the prior written consent of HMI, such consent not to be unreasonably withheld, conditioned, or delayed, and (d) if NVS determines not to institute an Infringement Action with respect to a Competing Infringement, or determines to cease to pursue any such Infringement Action, then, in each case, it will promptly inform HMI of the same and pursuant to Section 12.6.3 (HMI’s Rights), HMI may have the right to pursue such Infringement Action.