Common use of Veto Right Clause in Contracts

Veto Right. In the event that a Party Controls a Patent (the “Controlling Party”) that is reasonably material to the other Party’s business (such Patent, a “Material Shared Patent”) and decides to assert such Material Shared Patent against an alleged infringing use by a Third Party (“Proposed Enforcement Action”), the Controlling Party must notify the other Party (the “Non-Controlling Party”) as promptly as reasonably practical of such intention. If the Non-Controlling Party reasonably believes that such Proposed Enforcement Action will negatively impact the Non-Controlling Party’s business and so notifies the Controlling Party, the Controlling Party shall refrain from commencing the Proposed Enforcement Action while the Parties consult in good faith to reach a resolution. The Parties agree that, should such consultation fail to result in a resolution, the Non-Controlling Party has the right to veto the Proposed Enforcement Action (the “Veto Option”) by informing the Controlling Party in writing that it is exercising the Veto Option under this Section 3.3.