Common use of Cooperation, Recovery, and Settlement Clause in Contracts

Cooperation, Recovery, and Settlement. In the event a Party undertakes the enforcement or defense of any Licensed Patent in accordance with Section 7.2: (a) the other Party shall provide all reasonable cooperation and assistance, at the enforcing Party’s expense, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and being joined as a party to such action as necessary to establish standing/solely if a court of competent jurisdiction determines Licensee is an indispensable party; (b) any recovery, damages, or settlement derived from such suit, action, or other proceeding will be applied first in satisfaction of any costs and expenses, including attorneys’ fees, of the enforcing Party, with any remaining amounts shared fifty percent (50%) Licensor and fifty percent (50%) Licensee; and (c) No Party shall settle any such suit, action, or other proceeding, whether by consent order, settlement, or other voluntary final disposition, without the prior written consent of the other Party.