ABATEMENT OF INFRINGEMENT Sample Clauses

ABATEMENT OF INFRINGEMENT. 9.1 Each party shall notify the other of any suspected infringement of any INTELLECTUAL PROPERTY RIGHTS covering the LICENSED VARIETY. During the term of this Agreement, CERES shall have right, but shall not be otherwise required, to bring suit to xxxxx such infringement. 9.1.1 Subject to Paragraph 9.1.2, CERES will have the exclusive right, at its own discretion and expense, to take any action to enforce and to initiate and prosecute suits for infringement of the INTELLECTUAL PROPERTY RIGHTS. CERES and NOBLE will consult with each other upon a course of action and enforcement strategy. CERES will be responsible for the conduct of any such enforcement action, and NOBLE will reasonably cooperate with CERES to effect the enforcement action, and if appropriate, determine a settlement position. CERES shall be responsible for retaining counsel and shall promptly notify NOBLE following retention of counsel, and NOBLE agrees to be represented by such counsel as may be required for any enforcement action or settlement. For purposes of settlement, CERES shall be the contact with the parties’ counsel as well as the opposing party(ies) and shall have the right to enter into settlements. CERES shall keep NOBLE advised as to all developments with respect to the enforcement action and settlement discussions, which includes supplying to NOBLE copies of all papers received and filed in sufficient time for NOBLE to comment thereon. NOBLE may attend any and all meetings with the parties’ counsel and the opposing side for settlement purposes. NOBLE agrees to voluntarily join in any action brought by CERES as a party plaintiff/defendant, if necessary, at the expense of CERES. If necessary, NOBLE agrees to enter into a joint defense agreement. 9.1.2 If the license grant of Paragraph 2.1 converts from exclusive to non-exclusive pursuant to Paragraph 7.3, or Paragraph 7.4.1 or Paragraph 7.4.2, either party will have the right, after the date such conversion occurs (“CONVERSION DATE”), to initiate any new action to enforce and to initiate and prosecute new suits for infringement of the INTELLECTUAL PROPERTY RIGHTS, provided however, that (a) nothing in this Paragraph 9.1.2 shall affect any actions, suits or proceedings pending before the CONVERSION DATE and (b) NOBLE shall not have the right to take any action relating to any infringement matters for which CERES had initiated any action, suit or proceeding prior to the CONVERSION DATE nor grant any license or sublicense on the IN...

ABATEMENT OF INFRINGEMENT. 7.1 NOBLE and UGARF shall each inform the other party of any suspected infringement of any plant variety rights covering the Licensed Variety. During the term of this Agreement, NOBLE/UGARF shall have right, but shall not be otherwise required, to bring suit to xxxxx such infringement. 7.1.1 NOBLE shall have the first option to bring suit alone. If elected, NOBLE shall solely be liable for litigation costs. After recovering all enforcement related costs from any and all amounts received as a result of an enforcement action, NOBLE agrees to pay to UGARF [***] of any and all remaining amounts from such recovered damages. 7.1.2 If NOBLE elects not to bring such suit alone, the parties may jointly bring such suit. In such event, NOBLE shall promptly notify UGARF of its desire to bring such action so that UGARF may have the opportunity to participate in and equally share costs and recoveries from said suit. If jointly pursued, NOBLE shall be responsible for retaining counsel and overseeing the action. NOBLE shall be required to notify UGARF following retention of counsel. For purposes of settlement, NOBLE shall be the primary contact with the opposing party(ies). NOBLE shall keep UGARF advised as to all developments with respect to the enforcement action and settlement discussions, which includes supplying to UGARF copies of all papers received and filed in sufficient time for it to comment thereon. UGARF may participate in any and all meetings with the parties’ counsel and the opposing side for settlement purposes. 7.1.3 In the absence of NOBLE’s participation in any such action, whether individually or jointly, UGARF may bring such suit. UGARF shall bear the entire cost of such litigation, including defending any counterclaims brought against NOBLE and paying any judgments rendered against NOBLE, and shall be entitled to retain the entire amount of any recovery of settlement. 7.1.4 Should either UGARF or NOBLE bring suit under the provisions of Paragraphs 7.1.1, 7.1.2 or 7.1.3, and thereafter elect to abandon such action, the abandoning party shall give timely notice to the other party who may, if it so desires, maintain the action. Unless the parties agree otherwise at the time of withdrawal, the withdrawing party shall have no further obligation for expenses for the subject action and shall not benefit from any subsequent settlement or other financial benefit received as a result of the subject action. 7.2 Except as provided in Paragraph 8.1, nothing in thi...

ABATEMENT OF INFRINGEMENT. 8.1 Each party shall promptly inform the other party of any suspected infringement of any Licensed Patents. During the term of this Agreement, MCGRI and LICENSEE shall have the right to institute an action for infringement of the Licensed Patents against any such third party in accordance with the following and subject to the rights of any third parties granted licenses to practice the Licensed Patents by MCGRI: (a) If MCGRI and LICENSEE agree to institute suit jointly, the suit shall be brought in both their names [*] and any recovery or settlement [*]. LICENSEE and MCGRI shall agree upon the manner in which they shall exercise control over such action. MCGRI may, if it so desires, also be represented by separate counsel of its own selection. The fees for which counsel shall be paid by MCGRI; (b) In the absence of agreement to institute a suit jointly, MCGRI may institute suit, and, at its option, name LICENSEE as a plaintiff. [*]of such litigation and shall be entitled to [*]; and (c) In the absence of agreement to institute a suit jointly and if MCGRI notifies LICENSEE that it has decided not to join in or institute a suit, as provided in (a) or (b) above, LICENSEE may institute suit and, at its option, name MCGRI as a plaintiff. [*]of such litigation, including defending any counterclaims brought against MCGRI and paying any judgments rendered against MCGRI, and shall be entitled to [*]. 8.2 Should either MCGRI or LICENSEE commence a suit under the provisions of this Article and thereafter elect to abandon such suit, the abandoning party shall give timely notice to the other party who may, if it so desires, continue prosecution of such suit, provided that [*] shall be as agreed upon between MCGRI and LICENSEE.

ABATEMENT OF INFRINGEMENT. A. If at any time any Third Party shall infringe to a commercially substantial extent any patent licensed hereunder then Spectrum shall promptly inform EPRO of such infringement and EPRO shall, subject to Paragraph (C) of this Article, either (a) obtain a discontinuance of said infringing operations or (b) bring suit at its own expense against such infringer, bringing said suit in the name of EPRO and, if so required by the law of the forum, bringing suit in the name of Spectrum or joining Spectrum as a party plaintiff with EPRO. In such an event and until EPRO effectuates discontinuance of infringement, Spectrum’s applicable royalty rates shall be reduced to one third (1/3) of the rates indicated in Article V. Upon discontinuance of such infringement, Spectrum shall resume paying royalties at the rates indicated in Article V(A)(2). EPRO shall be entitled to receive and retain all recoveries from such infringement. B. Spectrum shall have the right, in any suit brought by EPRO pursuant to paragraph (A) of this Article, to be represented at its own expense by counsel of its own selection to the extent of having access to full information and opportunity to be heard in the councils of EPRO. C. In the event that EPRO neither brings suit against a Third Party as provided in paragraph (A) of this Article nor obtains a discontinuance of such infringing operations within six (6) months of the date of receipt of such notice, then Spectrum may at its election bring suit in its own name against such infringer. Should Spectrum bring suit in its own name, EPRO shall execute such legal papers necessary for the prosecution of such suit as may be requested by Spectrum, and Spectrum shall be liable for all costs and expenses of such litigation and shall be entitled to receive and retain all recoveries therefrom. During the pendency of such suit by Spectrum, and in the event of an adverse outcome of such suit, Spectrum’s royalty obligations shall be reduced as indicated in paragraph (A) of this Article or eliminated in the latter case. D. If a Third Party makes or threatens against Spectrum, its Affiliates or its Sublicensees any claim of infringement of a patent right based upon the use of, or arising as a result of the exercise of the rights and licenses granted hereunder to the Licensed Technology (each an “Alleged Infringement”), Spectrum shall have the right to respond to and defend any and all such Alleged Infringements at its own cost and expense, and in its sole dis...

ABATEMENT OF INFRINGEMENT. If at any time any third party shall infringe any unexpired Patent Rights licensed hereunder and MSIL shall give notice in writing to IBIS of the existence of such infringement, then MSIL may at its election bring suit in its own name or in the name of IBIS against such infringer. IBIS shall execute such legal papers necessary for the prosecution of such suit as may be requested by MSIL, and MSIL shall be liable for all costs and expenses of such litigation and shall be entitled to receive and retain all recoveries therefrom. IBIS will at all times fully cooperate with MSIL in the enforcement of the Patent Rights and shall furnish MSIL all information and records requested by MSIL in connection therewith. The foregoing shall in no manner preclude IBIS from taking any action in its own behalf against any infringer.

ABATEMENT OF INFRINGEMENT. Article 9.

ABATEMENT OF INFRINGEMENT. 8.01 Phytera will enforce any patent within Patent Rights against any infringement or alleged infringement, and will at all times keep UM informed as to the status thereof. Phytera may, in its sole judgment and at its own expense, institute suit against any infringer or alleged infringer and control, settle, and defend the suit in a manner consistent with the terms and provisions of this Agreement and recover any damages, awards, or settlements resulting from the suit, subject to Section 8.03. This right to xxx for infringement will not be used in an arbitrary or capricious manner. UM will reasonably cooperate in an infringement suit, at Phytera's expense. 8.02 Phytera will advise UM of any patent infringement of which it is aware. If within ninety (90) days after providing such notice to UM Phytera does not commence to enforce the patent within Patent Rights, UM in its sole judgment and at its own expense may do so, and may control, settle, and defend the suit in a manner consistent with the terms and provisions of this Agreement and recover, for its own account, any damages, awards, or settlements resulting from the suit. But, UM agrees to inform Phytera of the terms of any proposed settlement prior to entering into the settlement. Phytera will reasonably cooperate in the infringement suit. 8.03 [ ]*. 8.04 Phytera will defend, indemnify and hold harmless UM with respect to costs of defense and any and all liabilities resulting from any suits, countersuits, or legal actions of any nature that may be asserted against UM in response to or as a result of the filing of an action by Phytera in accordance with Section 8.01.

ABATEMENT OF INFRINGEMENT. If ADFORCE reasonably believes it necessary to do so to minimize its liability under Section 11.1 above, ADFORCE may, at its expense, procure the right for NETSCAPE to continue using the Technology or any Work Product, replace the Technology or any Work Product with a functionally equivalent noninfringing item, or modify the Technology or any Work Product so that it is functionally equivalent but noninfringing.

ABATEMENT OF INFRINGEMENT. If IMGIS reasonably believes it necessary to do so to minimize its liability under Section 11.1 above, IMGIS may, at its expense, procure the right for AOL to continue using the Technology or any Work Product, replace the Technology or any Work Product with a functionally equivalent noninfringing item, or modify the Technology or any Work Product so that it is functionally equivalent but noninfringing.

ABATEMENT OF INFRINGEMENT. 7.1 Company will enforce UM and UM/CRF Patents within licensed Patent Rights against any infringement or alleged infringement, and will at all times keep UM informed as to the status of the infringement claims. Company may, in its sole judgment and at its own expense, institute suit against any infringer or alleged infringer and control, settle, and defend such suit in a manner consistent with the terms and provisions of this Agreement and recover any resulting damages, awards, or settlements, subject to Section 7.03. This right to xxx for infringement will not be used in an arbitrary or capricious manner. UM will reasonably cooperate in the litigation with prior approval of Company, at Company's expense. 7.2 If Company is aware of any patent infringement, Company will advise UM of the infringement. If UM is aware of any patent infringement, UM will advise Company of the infringement. If CRF is aware of any patent infringement, CRF will advise UM. If Company does not enforce any UM or UM/CRF patent within Patent Rights, the patent owner in its sole judgment and at its own expense may do so, and may control, settle, and defend such suit in a manner consistent with the terms and provisions of this Agreement, and recover, for its own account, any resulting damages, awards, or settlements. Company will reasonably cooperate in the litigation. 7.3 Any compensatory damages received by Company as a judicial award and any cash or non-cash settlement received by Company to resolve a claim or litigation as discussed under Section 7.0] will be deemed to reflect loss of Net Sales of Licensed Products, and Company will pay UM a royally on the lost Net Sales of Licensed Products in accordance with this Agreement, net of all reasonable costs and expenses (including but not limited to reasonable attorneys' fees and disbursements, experts' fees and disbursements, court costs, stenographers' fees and disbursements, and any other such reasonable fees and disbursements associated with the suit and pre-litigation activities and legal opinions in connection therewith). However, if punitive damages are awarded to Company, then the reasonable costs and expenses will be deducted first from punitive damages and any balance will be deducted from compensatory damages. If there are punitive damages remaining after the deduction of the litigation expenses, UM and Company will share equally in the remaining funds. 7.4 Any compensatory damages received by Company in an action as described...