12.6.
COOPERATION. THE PARTIES SHALL KEEP ONE ANOTHER INFORMED OF
THE STATUS OF THEIR RESPECTIVE ACTIVITIES REGARDING ANY LITIGATION OR SETTLEMENT
THEREOF CONCERNING SEPRACOR TECHNOLOGY, PRODUCT TRADEMARKS AND OTHER TRADEMARKS
WITHIN THE GSK TERRITORY AND SHALL ASSIST ONE ANOTHER AND COOPERATE IN ANY SUCH
LITIGATION AT THE REASONABLE REQUEST OF THE OTHER (INCLUDING, WITHOUT
LIMITATION, JOINING AS A PARTY PLAINTIFF TO THE EXTENT NECESSARY AND REQUESTED
IN WRITING BY THE OTHER PARTY).
12.7.
INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY. IN THE
EVENT ANY ACTION IS TAKEN BY A THIRD PARTY AGAINST GSK OR ANY AFFILIATE ON THE
BASIS OF ALLEGED INFRINGEMENT OF A PATENT OF SUCH THIRD PARTY OR OF
MISAPPROPRIATION OF THE KNOW-HOW OF A THIRD PARTY, OR ALLEGED INFRINGEMENT OR
PASSING OFF OR MISAPPROPRIATION OF A THIRD PARTY TRADEMARK, PURSUANT TO THE
EXERCISE BY GSK OR ANY AFFILIATE OR SUBLICENSEE OF ITS RIGHTS HEREUNDER, GSK
SHALL PROMPTLY INFORM SEPRACOR AND GSK SHALL BE ENTITLED AT GSK'S EXPENSE TO
TAKE WHATEVER REASONABLE ACTION IT CONSIDERS NECESSARY OR USEFUL AND SEPRACOR
WILL PROVIDE ANY AND ALL REASONABLE ASSISTANCE, FREE OF CHARGE, TO GSK. SEPRACOR
SHALL ALSO HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO PARTICIPATE IN ANY LEGAL
PROCEEDINGS IN CONNECTION WITH SUCH ACTION AT ITS OWN EXPENSE AND MAKE
RECOMMENDATIONS TO GSK CONCERNING SUCH ACTION. GSK WILL CONSIDER IN GOOD FAITH
ALL REASONABLE SUGGESTIONS OF SEPRACOR WITH RESPECT THERETO, AND AGREES TO KEEP
SEPRACOR INFORMED OF THE COURSE SUCH ACTION OR LEGAL PROCEEDINGS WITH RESPECT
THERETO. GSK SHALL CONTROL THE LEGAL PROCEEDINGS, INCLUDING THE RIGHT TO ENTER
INTO ANY SETTLEMENT, IN ORDER TO BE ABLE TO RESUME THE EXERCISE OF THE RIGHTS
GRANTED TO GSK UNDER THE TERMS IF THIS AGREEMENT; PROVIDED, HOWEVER, THAT GSK
MAY NOT SETTLE ANY SUCH ACTION, OR MAKE ANY ADMISSIONS OR ASSERT ANY POSITION IN
SUCH ACTION, IN A MANNER THAT WOULD ADVERSELY AFFECT THE RIGHTS OR INTERESTS OF
SEPRACOR (WHETHER WITHIN THE GSK TERRITORY OR OTHERWISE), OR MAKE ANY FINANCIAL
PAYMENT WITHOUT THE PRIOR WRITTEN CONSENT OF SEPRACOR, WHICH CONSENT SHALL NOT
BE UNREASONABLY WITHHELD OR DELAYED. IF AS A RESULT OF SUCH ACTION OR
SETTLEMENT, GSK HAS TO PAY ANY AMOUNT TO THE THIRD PARTY, INCLUDING DAMAGES,
LICENSE FEES OR ROYALTIES ON SALES OF THE PRODUCT, ANY AND ALL SUCH AMOUNTS AS
WELL AS THE COST RELATED TO SUCH ACTION OR SETTLEMENT SHALL BE BORNE EQUALLY BY
SEPRACOR AND GSK.
12.8.
PATENT MARKING. GSK AGREES TO MARK, AND HAVE ITS AFFILIATES
AND SUBLICENSEES MARK, ALL PATENTED PRODUCTS THEY SELL OR DISTRIBUTE PURSUANT TO
THIS AGREEMENT IN ACCORDANCE WITH THE APPLICABLE PATENT STATUTES AND REGULATIONS
IN THE COUNTRY OR COUNTRIES OF SALE THEREOF.
CONFIDENTIAL
ARTICLE XIII.
TRADEMARKS
13.1.
COOPERATION. THROUGH THE JSC, THE PARTIES WILL JOINTLY
DETERMINE WHETHER THE PRODUCT IN EACH OF THE COUNTRIES OF THE GSK TERRITORY WILL
USE THE PRODUCT TRADEMARKS LISTED IN SCHEDULE 1.39, OR OTHER PRODUCT-SPECIFIC
TRADEMARKS ("OTHER TRADEMARKS"). UPON THE DETERMINATION OF AN OTHER TRADEMARK,
OR AT THE REQUEST OF GSK ANY TIME THEREAFTER, THE PARTIES