Common use of Defensive Actions Clause in Contracts

Defensive Actions. If a claim, suit or proceeding (any for purposes of this Section 6.4, an "Action") is brought against CI or MPI (the "Subject Party") and such Action is directed to the subject of a patent or patent application within the MPI Patents, the Subject Party shall promptly notify the other party. As between the parties to this Agreement, the Subject Party shall be entitled to control the defense in any such action(s); provided that the other party shall have the right to participate in the defense or settlement thereof at its own expense with counsel of its own choosing. Except as agreed in writing by the other party, the Subject Party shall not enter into any settlement of an Action, if such settlement admits the unpatentability, invalidity or unenforceability of any MPI Patent. The Subject Party agrees to keep the other party hereto reasonably informed of all material developments in connection with any Action.