Common use of Infringement Actions by Third Parties Clause in Contracts

Infringement Actions by Third Parties. (a) If either party or any of its Affiliates, sublicensees or customers shall be sued (or suit threatened in writing) by a third party for infringement of a third party's patent in the Territory because of the use of Licensed Technology or sale of Products, such party shall promptly notify the other in writing of the institution of such suit or threat. (b) Before actual suit is brought, and after consulting with and considering in good faith the interests of Apollo, Athena may determine, in its sole discretion, to pay any amount it deems reasonable or necessary to make, use or sell a Product, to obtain a license to do so or to compromise or settle a claim of infringement. (c) If such threat or claim is not (d) Any amounts paid by Athena under the provisions of paragraphs (b) or (c) above, or by Apollo under paragraph (c) above, shall be included in such party's Development Funding for the period when actually paid.