Action by Licensee. Licensee shall have the right, but not the obligation, to institute, prosecute and settle an infringement action against any person or entity who engages in an Unauthorized Use if, and only if, (i) within ninety (90) days after Licensor becomes aware or is notified of the Unauthorized Use, Licensor has not instituted an infringement action against such person or entity or caused or taken significant steps to cause such person or entity to cease and desist from the Unauthorized Use; or (ii) at any time after Licensor has instituted an infringement action against such person or entity, Licensor ceases to diligently prosecute such infringement action other than by reason of settlement of the action in accordance with the provisions of Section 5.B above. Licensor, at its own expense, shall reasonably cooperate with Licensee in investigating, prosecuting and settling any infringement action instituted by Licensee in accordance with the foregoing sentence. In addition, Licensor, at its own expense, shall have the right to participate with counsel of its own choice in the investigation, prosecution and/or settlement of any such infringement action instituted by Licensee. In the event that Licensee is unable to institute, prosecute or settle the infringement action solely in its own name, Licensor will join such action voluntarily or will execute such instruments and other documents as are necessary for Licensee to initiate, prosecute and settle such action as permitted hereunder, all at Licensor's own expense. Licensor shall have the right to approve the settlement of any such infringement action, or any other agreement between Licensee and such person or entity concerning the Unauthorized Use, such approval not to be unreasonably withheld or delayed.
Action by Licensee. Subject to Section 12.3, in the event of an infringement or threatened infringement by a third-party of the Licensor IP in the Territory, Licensee shall take reasonable action, to stop any infringement or otherwise to enforce its rights, and the Licensor shall cooperate in any such action as reasonably requested. If the Licensee initiates legal action against the infringing party, the Licensee shall have the exclusive right to direct and control the litigation and any settlement thereof. Licensor shall not have any rights against the Licensee for damages or other remedy by reason of the Licensee’s alleged failure to prosecute any alleged infringements or imitations by others of the Licensor Trademarks, except as set forth herein. If Licensee does not diligently initiate legal action against the infringing party, then the Licensor shall have the exclusive right to bring suit, direct and control the litigation, and any settlement thereof (solely with respect to Licensor’s rights), at the equal expense of both Parties. The Licensee shall, at its’ expense, cooperate in any such Licensor action and any settlement thereof as reasonably requested.
Action by Licensee. During the Term, subject to FHCRC prior written consent (not to be unreasonably withheld), LICENSEE has the right to prosecute any infringements of the PATENT RIGHTS, at its sole expense, and FHCRC hereby agrees that LICENSEE may include FHCRC as a party plaintiff in any such suit, without expense of FHCRC. The total cost * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. of any such action commenced or defended solely by LICENSEE shall be borne by LICENSEE and LICENSEE shall keep any recovery or damages for infringement derived from the action. Before LICENSEE commences any such infringement action, LICENSEE shall give careful consideration to the views of FHCRC and to potential effects on the public interest in making its decision whether or not to commence such an action. FHCRC agrees to cooperate reasonably in any such action initiated by LICENSEE including supplying essential documentary evidence and making essential witnesses then in FHCRC's employment available at LICENSEE's expense.
Action by Licensee. If, within ninety (90) days after receipt of infringement information described in Section 10.a or after giving ninety (90) days notice to Licensee of such information, Licensor does not notify Licensee that Licensor has commenced suit against any infringer, Licensee shall have the right, but not the obligation, to bring suit (or defend a declaratory judgement action) for such alleged Third Party Infringement. Licensee may join Licensor and/or ICCM as party plaintiff (or declaratory judgement defendant), if appropriate, or if Licensor and/or ICCM is not joined Licensor and/or ICCM shall assign the relevant Patent Rights to Licensee. Licensor and ICCM shall execute all documents and take all other actions, including giving testimony, which may reasonably be required in connection with such suit, action or proceeding. Licensor hereby grants to Licensee the right to exclusive control of any such suit, action or *** Portions of this Exhibit have been omitted pending a confidential treatment request by the Company.
(i) first to Licensee for reimbursement for all costs and expenses, including reasonable attorneys' fees, involved in such suit; (ii) second to Licensor for accrued and unpaid royalties, if any; and (iii) the balance, in any, *** percent (***%) to Licensee and *** percent (***%) to Licensor.
Action by Licensee. 7.2.1 Licensee shall have the first right, but not the obligation, for enforcing the Patent Rights and prosecuting apparent infringers at its expense and in its own name when, in its judgment, such action may be reasonably necessary and justified. Before Licensee commences any legal proceeding with respect to the infringement, Licensee shall consider in good faith the views of DFCI. If Licensee notifies DFCI that it intends to prosecute the alleged infringer, then Licensee has six (6) months from the date of its notice to DFCI to either (a) cause the infringement to terminate or (b) initiate legal proceedings against the infringer. If any such suit is brought by Licensee in its own name it will be at Licensee’s expense and on its own behalf. Licensee has the right to join DFCI as a party-plaintiff if required by law, at Licensee’s expense.
Action by Licensee. Licensee shall have the first right to take appropriate action to xxxxx or prevent an infringement of Licensed Patent Rights within the Field of Use (“Action”). Before commencing any Action, Licensee will first consult with Alliance and the DOE and obtain written authorization from the DOE to take such Action. In the event DOE authorizes Licensee to undertake an infringement suit, Licensee shall further consult with Alliance to determine if Alliance wishes to voluntarily enter into such suit.
Action by Licensee. Licensee shall have no right to file and/or prosecute any action with respect to the Marks without Licensor’s prior written approval, which may be given or withheld in Licensor’s sole discretion. Licensee’s request to file and/or prosecute such litigation shall be deemed approved if Licensor has not responded to Licensee’s written request to do so within ten (10) days following Licensor’s receipt of that notice. Should Licensor elect not to take action pursuant to Section 7.2 but to authorize Licensee to take action, such action shall be at Licensee’s sole expense and shall be prosecuted by counsel selected by Licensee and approved by Licensor (such approval not to be unreasonably withheld and such counsel shall be deemed approved if Licensor has not responded to Licensee’s written request to do so within ten (10) days following Licensor’s receipt of that notice); however, nothing contained in this Section 7.2 shall require Licensor to take action which it deems to be inadvisable for whatever reason. Should Licensor authorize Licensee to take action, Licensee shall notify Licensor of all developments in such action, will consult with Licensor thereto and will not enter into any settlement agreement or otherwise consent to or voluntarily participate in any resolution of such action without Licensor’s prior written approval, which approval shall not be unreasonably withheld, and which shall be deemed given if Licensor has not responded to Licensee’s written request for such approval within ten (10) days following Licensor’s receipt of that notice.
Action by Licensee. When information comes to the attention of Licensor or Licensee to the effect that any of the Patent Rights have been or are threatened to be infringed by a third party, Licensee shall have the initial right, but not the obligation, at its expense to take such action as Licensee may deem necessary to prosecute or prevent such infringement, including the right to bring or defend any suit, action or proceeding involving any such disclosure or infringement. Licensee shall notify Licensor promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If Licensee determines that it is necessary or desirable for Licensor to join any such suit, action or proceeding, Licensor shall execute all documents and perform such other acts as may be reasonably required. In the event that Licensee brings a suit, Licensee shall have the right to first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses, including reasonable attorneys' fees, necessarily involved in the prosecution of such suit, and any funds that shall remain from said recovery shall be distributed to Licensor and Licensee in proportion to the loss incurred by each of Licensor and Licensee.
Action by Licensee. Licensee shall have no right to take any action with respect to the Trademarks without Licensor’s prior written approval, which may be given or withheld in Licensor’s sole discretion. Should Licensor elect not to take action pursuant to Section 8.1 but to authorize Licensee to take action, such action shall be at Licensee’s sole expense and shall be prosecuted by counsel approved by Licensor; however, nothing contained in this Section 8.2 shall require Licensor to take any action which it deems to be inadvisable for whatever reason. Licensee shall notify Licensor of all developments in such action, will consult with Licensor thereto and will not enter into any settlement agreement or otherwise consent to or voluntarily participate in any resolution of such action without Licensor’s prior written approval.
Action by Licensee. If infringing activity of potential commercial significance by the infringer has not been abated within ninety (90) days following the date the Infringement Notice takes effect, then the Licensee may institute suit for patent infringement against the infringer. The FUND may voluntarily join such suit at its own expense, but may not otherwise commence suit against the infringer for the acts of infringement that are the subject of the Licensee's suit or any judgment rendered in that suit. The Licensee may not join the FUND as a party in a suit initiated by the Licensee without the FUND's prior written consent unless it is required since Licensee lacks standing (in which case the Licensee will pay any costs incurred by the FUND arising out of such suit). If, in a suit initiated by the Licensee, The FUND is involuntarily joined other than by the Licensee, then the Licensee will pay any costs incurred by the FUND arising out of such suit, including but not limited to, any legal fees of counsel that the FUND selects and retains to represent it in the suit. Notwithstanding, the FUND shall be represented by the same counsel as Licensee, unless the FUND has a basis to believe that a conflict of interests exist and requires the FUND to have separate representation.
