Common use of Prosecution of Infringements Clause in Contracts

Prosecution of Infringements. a. Each party agrees to provide written notice to the other party promptly after becoming aware of any infringement of the Licensed Patent Rights by a third party and of any available evidence thereof. After receiving notice from the other party of a possible infringement of the Licensed Patent Rights by a third party, the parties will consult with each other about whether and to what extent such third party’s products or activities are infringing upon the Licensed Patent Rights, and the extent to which the infringing products or activities are damaging sales of Licensed Products. Within ninety (90) days of such notice, Licensee shall notify TSRI of its decision and proposed course of action, where the date of Licensee’s notice to TSRI, or the expiration of the ninety (90) day period, shall be known as the “Commencement Date”. If Licensee determines, in its reasonable commercial discretion, and provides TSRI with its assessment supporting such determination, that the prosecution of such infringement would be commercially unreasonable, and TSRI does not object to such determination, then Licensee shall not have the obligation as set forth under Section 8.6.1(d) to prosecute such infringement and the consequences in Section 8.6.1(d) shall not apply; provided, however, that TSRI shall then have the right, but not the obligation, to prosecute such infringement.