definiens: shall mean out - of - pocket costs incurred by [COMPANY], including reasonable attorneys ’ fees and other legal costs, damages and other liabilities that are part of any final judgment awarded against Astella s, and any amounts paid by [COMPANY] in a settlement of the action that is approved by the NGX, such approval not to be unreasonably withheld, delayed or conditioned . In the event that the Parties can not agree on whe ther an Adverse Proceeding should be initiated, the Part y wishing to bring the Adverse Proceeding shall hav e the right to do so using counsel of its own choice, provided that it agrees to [ * * * ] associated with s uch Adverse Proceeding and to keep the other Party reas onably informed of all material developments in connection with any such Adverse Proceedings . Notwi thstanding the foregoing, in the event that the Parties can not agree on whether an Adverse Proceedi ng should be initiated but the Party wishing to bri ng the Adverse Proceeding can reasonably demonstrate t hat ( a ) failure to bring an Adverse Proceeding with respect to a particular Third Party Right would hav e a material adverse effect on the commercializatio n of Product in the Territory, and ( b ) that the contempl ated Adverse Proceeding has a reasonable chance of success, in each case through the reasoned legal op inion of such Party ’s outside patent counsel, then the Party bringing such Adverse Proceeding [ * * * ] from s uch Adverse Proceedings [ * * * ], as applicable