Enforcement. [[Intel:Organization]], at its sole cost and expense, shall have the sole and exclusive right, but not the obligation, to enforce the Licensed Technology in the Territory or to otherwise abate the infringement thereof, and to direct and control any litigation or other enforcement action. [[Peraso:Organization]] shall cooperate with [[Intel:Organization]], at [[Intel:Organization]]’s sole cost and expense, as is reasonably necessary in any such action brought by [[Intel:Organization]], including without limitation, by joining in any such suit if necessary to avoid the dismissal of the suit or if [[Intel:Organization]] otherwise determines that [[Peraso:Organization]] is an indispensable party. If [[Intel:Organization]] brings legal action, [[Intel:Organization]] shall have the sole right to direct and control the prosecution of, and the right to settle and compromise such action, provided that: # [[Intel:Organization]] shall consider, in good faith, the interests of [[Peraso:Organization]] in so doing; and # [[Intel:Organization]] shall not, without the express written consent of [[Peraso:Organization]], settle the suit or otherwise consent to an adverse judgment in such suit that materially diminishes or detrimentally affects in any material way the rights or interests of [[Peraso:Organization]]. In the event any monetary recovery in connection with such infringement action is obtained (either by way of a settlement or a damages award), such recovery shall be solely and exclusively retained by [[Intel:Organization]], and [[Peraso:Organization]] shall have no claim or entitlement to any such monetary recovery. [[Peraso:Organization]] shall have no right to enforce the Licensed Technology or otherwise abate the infringement thereof unless [[Intel:Organization]]: # declines to take such action; and # consents in writing to [[Peraso:Organization]] taking such action.