Common use of Shared Territory Clause in Contracts

Shared Territory. Patent counsel for each Party shall discuss and determine how best to control the defense of an Infringement Claim in the Shared Territory. In the event the Parties cannot agree on the defense of any Infringement Claim, such defense shall be controlled by [*], provided that [*] shall have the right to participate in such defense and to be represented in any such action by counsel of its selection at its sole discretion and sole cost. The entity that controls the defense of the Infringement Claim shall also have the right to control settlement of such Infringement Claim; provided, however, that no settlement shall be entered into without the other Party’s prior written consent, which shall not be unreasonably withheld, delayed, or conditioned. The expenses of defense, settlement, and judgments pursuant to this Section 12.7(b) shall be shared in the following ratio: [*].