Common use of Joint Enforcement Clause in Contracts

Joint Enforcement. Each party agrees to promptly notify the other party of any suspected infringement of any patent or other intellectual property right (other than trademark rights) of either party that relates to ARA, including without limitation any patent covering any New R&D Inventions. Promptly upon notification of a suspected infringement, the Committee shall meet to evaluate whether to take any action against such third party infringer. In evaluating whether to pursue a particular third party infringer, the Committee shall consider both parties’ current and future commercial and legal interests, including without limitation, the cost of pursuing the claim, the likelihood that either party will become the subject of a counterclaim and the relative likelihood of success of the claims to be asserted. In the event that the Committee decides that a particular action, including without limitation legal action against the third party, initiation of settlement discussions or other action aimed at causing cessation of the infringement by the third party, should be taken against the third party infringer, the parties shall cooperate to promptly undertake such action. Unless the Committee agrees otherwise, the party in whose ARA Field of Use the infringing activity is occurring shall be responsible for all costs associated with any such action. In the event that the infringement is occurring in both party’s A▇▇ ▇▇▇▇▇▇ of Use, the parties shall share the costs of such action in proportion to the ARA related profits derived by each party at or around the time of the infringement. In the event that one of the parties wishes to settle the dispute with the suspected infringer that would not involve the complete and unqualified cessation of the infringing activity, the matter shall be referred to the Committee for evaluation. Unless and until the Committee affirmatively decides to settle an infringement action, neither party shall, without the prior consent of the other party, grant any license to, or enter into a prospective settlement agreement with, the infringing party.