Suit by Syllable Sample Clauses

Suit by Syllable. Syllable shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Xxxxxxxx commences an action with respect to any Infringement, Syllable shall consider in good faith the views of Harvard and potential effects on the public interest in making its decision whether to sue. Should Syllable elect to bring suit against an infringer, Xxxxxxxx shall keep Harvard reasonably informed of the progress of the action and shall give Harvard a reasonable opportunity in advance to consult with Syllable and offer its views about major decisions affecting the litigation. Syllable shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Syllable fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Syllable’s license to a Valid Claim in the suit terminates, Harvard may elect to take control of the action pursuant to Section 7.3. In all cases, Xxxxxxxx shall hold Harvard free, clear and harmless from and against any and all expenses, including reasonable attorneys’ fees, incurred by Harvard with respect to the prosecution, adjudication and/or settlement of such Infringement suit, including any related appeals (“Litigation Expenses”). Syllable shall reimburse any and all such Litigation Expenses incurred by Harvard within [***] days after receiving an invoice (including a copy of detailed time and expense entries from attorneys) from Harvard for the same. Syllable shall not compromise or settle such litigation without the prior written consent of Harvard, which consent shall not be unreasonably withheld or delayed. In the event Syllable exercises its right to sue pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then [***].
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Related to Suit by Syllable

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