Enforcement of Licensed Patents Contract Clauses (7)

Enforcement of Licensed Patents. 7.1 Notice of Infringement or Third-Party Claims. If either Party becomes aware of any suspected infringement of any Licensed Patent by a third party, or any claim that any Licensed Patent is invalid or unenforceable, such Party shall promptly notify the other Party and provide it with all details of such infringement or claim, as applicable, that are known by such Party. 7.2 Right to Bring Action or Defend. GTX shall have the sole right, but not the obligation, to bring an infringement action t...o enforce any Licensed Patent, defend any declaratory judgment action concerning any Licensed Patent, and take any other lawful action reasonably necessary to protect, enforce, or defend any Licensed Patent from any form of opposition, derivation, interference, declaratory judgment, federal district court, US International Trade Commission or other proceeding of any kind, and control the conduct thereof and be represented by counsel of its own choice therein. GTX has the right to prosecute or defend any such proceeding in GTX's own name or, if required by applicable Law or otherwise necessary for such purposes, in the name of Inpixon and may join Inpixon as a party if a court of competent jurisdiction determines Inpixon is an indispensable party to such proceeding. 6 7.3 Inpixon shall and hereby does irrevocably and unconditionally waive any objection to GTX's joinder of Inpixon to any proceeding described in the immediately preceding paragraph, on any grounds whatsoever, including on the grounds of personal jurisdiction, venue or forum non conveniens. 7.4 March-in Rights. If any suit, action or other proceeding alleging invalidity or noninfringement of any Licensed Patent is brought against Inpixon, GTX, at its option, shall have the right, within thirty (30) Business Days after commencement of such suit, action or other proceeding, to intervene and take over the sole defense of the suit, action or other proceeding at its own expense. 7.5 In the event GTX elects not to take lawful action reasonably necessary to protect, enforce, or defend any Licensed Patent, it shall promptly notify Inpixon and cooperate with Inpixon, at the sole cost and expense of Inpixon, in the protection, enforcement or defense of the Licensed Patent. 7.6 Cooperation, Recovery, and Settlement. In the event a Party undertakes the enforcement or defense of any Licensed Patent in accordance with Section 7.2: (a) the other Party shall provide all reasonable cooperation and assistance, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and being joined as a party to such action as necessary to establish standing; and (b) any recovery, damages or settlement derived from such suit, action or other proceeding shall be allocated according to the spirit of the provisions set forth in Section 4; and (c) such Party may settle any such suit, action, or other proceeding, whether by consent order, settlement, or other voluntary final disposition, without the prior written approval of the other Party, provided that neither Party shall settle any such suit, action, or other proceeding in a manner that adversely affects the rights of the other Party concerning the Licensed Patents, without the other Party's prior written consent, which consent may not be unreasonably withheld, conditioned or delayed. View More