Common use of INFRINGEMENT BY THIRD Clause in Contracts

INFRINGEMENT BY THIRD. Upon becoming aware of any material infringement by a third party of any of the rights covered by this Agreement, each party shall promptly notify the other party of such infringement. After receipt of notice of such infringement, Ramtron shall have the right in its sole discretion, either to (i) assert a claim, action, lawsuit or legal proceeding on its own behalf and/or on behalf of either Licensee herein, in which case Ramtron shall be entitled to all awards and recoveries resulting directly from, and shall be responsible for any and all costs and expenses arising out of, such claim, action, lawsuit or proceeding or (ii) determine not to assert any claim, lawsuit, legal proceeding or action of any kind against the alleged infringer. In the event that Ramtron elects not to assert any claim, lawsuit, legal proceeding or action of any kind against the alleged infringer, then Ramtron shall, if requested by either Licensee in writing, permit and authorize such Licensee to assert a claim, action, lawsuit or legal proceeding against the alleged infringer, in which case such Licensee shall be entitled to any and all awards and recoveries resulting directly from, and shall be responsible for any and all costs and expenses arising out of, such claim, action, lawsuit or legal proceeding; provided, however, that in such event, if at any time after such Licensee has commenced any claim, action, lawsuit or legal proceeding against the alleged infringer, Ramtron elects to join in such proceeding, then such Licensee shall take all actions necessary to allow Ramtron to formally join in such proceeding and thereafter Ramtron shall have the right to participate in and direct and control any such action or proceeding and Ramtron shall be responsible for any and all further costs and expenses arising after the commencement of Ramtron's participation in any such claim, action, lawsuit or legal proceeding; provided further that notwithstanding any intervention by Ramtron in any such proceeding, the Licensee shall be entitled to any and all awards and recoveries resulting directly from such proceeding after reimbursing Ramtron for all actual out-of- pocket costs and expenses incurred by Ramtron in connection with such proceeding. Notwithstanding the foregoing, each Licensee shall be entitled to commence and join in any proceedings to recover any losses or damage suffered by such Licensee on their own account provided such Licensee shall bear all the costs and expenses of so doing. Notwithstanding anything in this Agreement to the contrary, any Improvement owned by Racom, Intag and/or a sublicensee to a Ferroelectric RF/ID Product which results in a claim, action, lawsuit or legal proceeding initiated by a third party relating to such Improvement, shall be the sole responsibility of the owner or owners.