PROSECUTION BY GTC Sample Clauses

PROSECUTION BY GTC. In the event that AHP elects not to initiate an infringement or other appropriate suit pursuant to Section 7.4.2 above, AHP shall promptly advise GTC of its intent not to initiate such suit, and GTC shall have the right, at the expense of GTC, of initiating an infringement or other appropriate suit against any third party who at any time has infringed, or is suspected of infringing, any of the Joint Patent Rights or GTC Patent Rights. GTC shall have the sole and exclusive right to select counsel for any such suit and shall, except as provided below, pay all expenses of the suit including without limitation attorneys' fees and court costs. AHP, in its sole discretion, may elect, within sixty (60) days after the commencement of such litigation, to contribute to the costs incurred by GTC in connection with such litigation and, if it so elects, any damages, royalties, settlement fee or other consideration received by GTC or any of its Affiliates for infringement as a result of such litigation shall be shared by GTC and AHP pro rata based on their respective sharing of the costs of such litigation. In the event that AHP elects not to contribute to the costs of such litigation, GTC and/or its Affiliates shall be entitled to retain any damages, royalties, settlement fees or other consideration for infringement resulting therefrom. If necessary, AHP 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 a result of being a named party to the suit. At GTC's request, AHP shall offer reasonable assistance to GTC in connection therewith at GTC's expense.