definiens: shall mean [ … * … ] ( b ) Initiating Enforcement Actions . [COMPANY] has the right to initiate infringement proceedings or take other appropriateactions against an Infringement in the Territory . If Applicable Law in the Territory does not permit an exclusive licensee toinitiate such actions ( i.e., such action may only be initiated by the owner of the patent being infringed ), [COMPANY] would have theright to insist that [COMPANY] initiates such action on [COMPANY] ’s behalf and at [COMPANY] ’s expense . If [COMPANY] does not initiate proceedingsor take other appropriate action within [ … * … ] of receipt of a request by [COMPANY] to do so, then [COMPANY] shall be entitledto initiate infringement proceedings or take other appropriate action against an Infringement at its own expense . The Partyconducting such action shall have full control over the conduct of such action, including settlement thereof ; provided, however, that the Party conducting such action may not settle any such action, or make any admissions or assert any positionin such action, in a manner that would materially adversely affect the rights or interests of the other Party ( including bymaking any admission or assertion of any position, that would materially adversely affect the validity, enforceability or scopeof any [COMPANY] Patent within or outside the Territory ), without the prior written consent of the other Party, which shall not be * CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, ASAMENDED - 48 -unreasonably withheld or delayed . The Party conducting such action ( except in the case of [COMPANY], where XenoPortconducts such action at the request of [COMPANY] ) will [ … * … ] . In any event, the Parties shall assist one another and cooperate inany such action at the other ’s reasonable request