THE MAKING AND FILING OF ANY SUCH APPLICATION, AND THE LICENSEE WILL
REIMBURSE THE LICENSOR FOR ANY EXPENSE INCURRED BY THE LICENSOR IN PROVIDING
SUCH ASSISTANCE, PROMPTLY UPON RECEIPT OF AN INVOICE THEREFOR.
(C)
IF A LICENSEE SHALL FILE AN APPLICATION FOR A PATENT PURSUANT TO
PARAGRAPH (B) ABOVE, SUCH LICENSEE MAY NOT ASSIGN OR ABANDON ANY PATENT RIGHTS
ARISING THEREFROM WITHOUT THE CONSENT OF THE LICENSOR.
5.02
DUTY TO ASSIST.
THE PARTIES SHALL ASSIST EACH OTHER IN THE FILING
OF PATENT APPLICATIONS UNDER THE PRECEDING SECTION AND IN THE MAINTENANCE AND
DEFENSE OF CORRESPONDING PATENTS, INCLUDING FURNISHING EACH OTHER WITH ALL
REQUIRED DECLARATIONS AND RECORDS.
THE EXPENSES SHALL BE BORNE BY THE ASSISTED
PARTY.
THE PARTIES SHALL ALSO ASSIST EACH OTHER IN THE REGISTRATION OF LICENSES
GRANTED UNDER THIS AGREEMENT, AS REQUIRED BY LAW.
5.03
PROSECUTION, MAINTENANCE AND DEFENSE.
NEITHER PARTY IS OBLIGATED
TO PROSECUTE PATENT APPLICATIONS, OR TO MAINTAIN AND DEFEND SUCH PATENT
APPLICATIONS OR ANY PATENTS RESULTING THEREFROM OF THE OTHER PARTY HERETO,
UNLESS SUCH OTHER PARTY SHALL REASONABLY REQUEST SPECIFIC ACTION THEREFOR AND
SHALL UNDERTAKE TO BEAR ALL EXPENSES RELATED THERETO.
IN CASE ONE PARTY INTENDS
NOT TO MAINTAIN OR DEFEND ANY PATENT RESULTING FROM ITS OWN INVENTION, SUCH
PARTY SHALL INFORM THE OTHER PARTY IN ORDER TO ENABLE SUCH OTHER PARTY TO
UNDERTAKE SUCH MAINTENANCE OR DEFENSE AT ITS OWN COST AND EXPENSE.
ARTICLE 6
INFRINGEMENT
6.01
NOTICE.
IF EITHER PARTY BECOMES AWARE OF ACTUAL OR THREATENED
INFRINGEMENT BY A THIRD PERSON OF THE LICENSED PATENTS, LICENSED TRADEMARKS, OR
8
MISAPPROPRIATION BY THIRD PERSONS OF KNOW-HOW LICENSED UNDER THIS AGREEMENT, IT
WILL PROMPTLY NOTIFY THE OTHER PARTY IN WRITING.
6.02
RIGHT TO BRING SUIT.
THE LICENSEE WILL BE ENTITLED BY ITSELF AND
AT ITS OWN EXPENSE TO BRING SUIT IN ITS NAME OR IN THE LICENSOR'S NAME AGAINST
ANY INFRINGEMENT OF ANY LICENSED PATENT, LICENSED TRADEMARK AND/OR
MISAPPROPRIATION OF KNOW-HOW IF, IN THE LICENSEE'S JUDGMENT, SUCH INFRINGEMENT
AND/OR MISAPPROPRIATION IS LIKELY TO INTERFERE WITH THE RIGHTS GRANTED OR
RESERVED TO IT UNDER THIS AGREEMENT.
THE LICENSOR AGREES TO JOIN THE LICENSEE
AS A PLAINTIFF IN ANY SUCH SUIT, AS MAY BE REQUIRED BY LAW, AND WILL COOPERATE
IN THE PROSECUTION OF ANY SUCH SUIT, AT THE REQUEST OF THE LICENSEE, PROVIDED
THAT THE LICENSEE WILL REIMBURSE THE LICENSOR FOR ITS REASONABLE EXPENSE,
INCLUDING REASONABLE ATTORNEYS' FEES, FOR SUCH COOPERATION.
THE LICENSOR MAY
ELECT TO PARTICIPATE IN ANY SUCH SUIT AT ITS OWN EXPENSE BY COUNSEL OF ITS OWN
CHOOSING.
THE LICENSEE WILL RETAIN ALL AMOUNTS RECOVERED, WHETHER BY JUDGMENT,
AWARD, SETTLEMENT OR OTHERWISE, IN ANY SUIT COMMENCED AND MAINTAINED TO ITS
CONCLUSION BY THE LICENSEE, EXCEPT THAT AFTER DEDUCTION OF THE REASONABLE
EXPENSES AND REASONABLE ATTORNEYS' FEES OF LICENSEE AND THE LICENSOR, THE
LICENSEE WILL SHARE ANY REMAINING RECOVERY WITH THE LICENSOR ON THE BASIS OF THE
LICENSEE RETAINING [**] OF THE REMAINING RECOVERY AND THE LICENSOR RECEIVING
[**] OF SUCH REMAINING RECOVERY.
6.03
OPTION TO BRING SUIT.
IF THE LICENSEE FAILS TO BRING