Enforcement. Subject to [Section 6.14(e)], if Seller has the right pursuant to [Section 7.2.2] of the License Agreement and applicable Law to institute suit or other legal proceedings to enforce any of the Listed Patents in respect of any Competitive Infringement, then promptly (and in any event within ​ Business Days) following a Responsible Employee of Seller becoming aware of such right of Seller, Seller shall provide notice of such right to Purchaser. In the event that Seller declines to exercise such right, Seller shall promptly give notice of such declination to Purchaser, and the Required Royalty Party shall have ​ Business Days to require that Seller proceed, in consultation with the Required Royalty Party, to institute such a suit or other legal proceeding and to use commercially reasonable efforts to enforce the Listed Patents in respect of such Competitive Infringement, and to exercise such rights and remedies relating to such Competitive Infringement as shall be available to Seller under applicable Law, but, in each case, subject to the terms and conditions of the License Agreement and this Agreement. In connection with any such enforcement of the Listed Patents, Seller may employ any counsel, so long as such counsel is acceptable to the Required Royalty Party (such acceptance not to be unreasonably withheld or delayed).

Notice and Consultation. In the event that Purchaser or a Responsible Employee of Seller becomes aware of any potential Competitive Infringement of any Listed Patents by a third party, then promptly (and in any event within ​ Business Days) following Purchaser or such Responsible Employee of Seller, respectively, becoming aware of such Competitive Infringement, Purchaser or Seller, respectively, shall inform the other party hereto of such Competitive Infringement. Seller shall provide to Purchaser a copy of any written notice of any Competitive Infringement delivered or received by Seller (other than any such notice provided by Purchaser) as soon as practicable (and in any event within ​ Business Days) following such delivery or receipt by Seller. Promptly following a Responsible Employee of Seller becoming aware of any Competitive Infringement (whether as a result of being notified by the Licensee pursuant to [Section 7.2.1] of the License Agreement, notified by Purchaser pursuant to this [Section 6.14(a)], or otherwise), Seller and Purchaser shall consult with each other with a view to determining the appropriate course of action to take with respect to such Competitive Infringement (in each case, subject to the terms and conditions of the License Agreement).