Common use of BGM Actions and Participation Clause in Contracts

BGM Actions and Participation. During the Term, BGM shall have the right, but not the obligation, to enforce any and all claims of infringement of any BGM patents included in Patent Rights and any patents claiming a Joint Invention or any related proprietary rights, in its own name, at its own expense and for its own benefit, and SIEMENS shall take reasonable actions to enable BGM to enforce such action in BGM’s own name, including, but not limited to, the execution of any necessary papers. SIEMENS shall join BGM as a party to such prosecution if it is reasonably determined by BGM that SIEMENS is a necessary party to such prosecution, whereupon BGM shall bear all costs and control such litigation as if such action had been brought solely in BGM’s name. BGM shall have the right to control all aspects of the enforcement of any claim against a Third Party brought pursuant to the provisions of this Subsection 7.1.2, including, but not limited to, the right to: (a) select counsel; (b) establish litigation strategies; and (c) pursue settlement discussions and enter into settlements. SIEMENS shall have the right, at its option and costs, to join any such action by BGM in order to seek damages the relevant infringement has caused SIEMENS. If within six (6) months of notice by SIEMENS to BGM of suspected infringement, BGM has not either stopped such infringement, entered into a license with such infringer or caused commencement of litigation against such infringer, SIEMENS’S obligations to pay royalties under this Agreement, shall be reduced by [***] for a period of six (6) months. If after six (6) additional months BGM has not stopped such infringement, entered into a license with such infringer or caused commencement of litigation against such infringer, SIEMENS’ obligations to pay royalties under this Agreement shall be suspended and shall not resume in full until such time as BGM has stopped the infringement, licensed the infringer or caused litigation to be brought against the infringer. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.