Action by Licensor. Licensor shall have the right, but not the obligation, to challenge and attempt to eliminate each Unauthorized Use. Licensee, at Licensor's expense, shall reasonably cooperate with Licensor in investigating, prosecuting and settling any infringement action instituted by Licensor against any person or entity engaging in an Unauthorized Use. Licensee, 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 Licensor. Licensee shall have the right to approve the settlement of any such infringement action, or any other agreement between Licensor and such person or entity concerning the Unauthorized Use, to the extent such settlement or other agreement is inconsistent with the license rights granted to Licensee under this Agreement.
Action by Licensor. Licensor may in its sole discretion take any action, legal or otherwise, to halt or otherwise in connection with any infringement of Licensor’s rights to the Licensed Marks. Licensor may require Licensee to lend its name to such proceedings and provide reasonable assistance. Licensee may with the prior written consent of Licensor initiate proceedings or otherwise take action with respect to any unauthorized use of the Licensed Marks (at Licensor’s cost); provided that Licensee keeps Licensor fully and promptly informed of the conduct and progress of such action or proceedings; and provided, further, that Licensee shall not conduct any settlement negotiations or take any step to terminate such proceedings without Licensor’s prior written consent.
Action by Licensor. 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, Licensor shall have the initial right, but not the obligation, at its expense, to take such action as Licensor may deem necessary to prosecute or prevent such Third Party Infringement, including the right to bring any suit, action or proceeding (or defend a declaratory judgement action) involving any such Third Party Infringement. Licensor shall notify Licensee promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If Licensor determines that it is necessary or desirable for Licensee to join any such suit, action or proceeding, Licensee shall execute all documents and perform such other acts as may be reasonably required. In the event that Licensor brings a suit, any sums recovered in such suit or in settlement thereof shall be distributed as follows: (i) first to Licensor 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, if any, *** percent (***%) to Licensee and *** percent (***%) to Licensor.
Action by Licensor. Notwithstanding anything to the contrary in Section 4.1, Licensor shall be entitled to prepare, file, prosecute and maintain any patents regarding which XTL provided notice to Licensor pursuant to Section 4.2, at Licensor's cost and expense ("Abandoned Patents"). It is further agreed that such Abandoned Patents shall be excluded of the License from the date of such notice being served and on.
Action by Licensor. Should INHIBITEX choose not to pursue legal action to redress the alleged infringement, SYSTEM may do so at its own expense. Any monetary recovery resulting from pursuit of redress solely by SYSTEM shall be considered SYSTEM's recovery with no obligations to INHIBITEX.
Action by Licensor. 7 ARTICLE 5 INDEMNITY, LIMITATION OF LIABILITY
Action by Licensor. Licensor may, but is not required to, take any action, legal or otherwise, to halt or otherwise in connection with any infringement of Licensor's rights to the Licensed Properties. Licensor may require Licensee and its Subsidiaries to lend its or their names to such proceedings and provide reasonable assistance. Licensee may, with the prior written consent of Licensor, initiate proceedings or otherwise take action with respect to any unauthorized use of the Licensed Properties (at Licensee's cost), provided that Licensee keeps Licensor fully and promptly informed of the conduct and progress of such action or proceedings; and provided, further, that Licensee shall not conduct any settlement negotiations or take any step to terminate such proceedings without Licensor's prior written consent. Licensor agrees to cooperate in any such suit subject to being reimbursed for its out-of-pocket expenses and being held harmless by Licensee from any claim, loss, suit or damage arising out of said action. All damages recovered shall be retained by Licensor if it has initiated such lawsuit or otherwise by Licensee. Unless otherwise agreed, all costs of any action taken under this Section 4.03 by Licensee shall be borne by Licensee.
Action by Licensor. Subject to Section 7.1.1, as between the Parties, Licensor shall have at its own cost the sole right, but not the obligation, to seek to xxxxx any actual or suspected infringement of the Licensed Patent by a Third Party outside of the Exclusive Field, or to file suit against any such Third Party. Quark shall cooperate with Licensor (as may be reasonably requested by Licensor), including, if necessary, by being joined as a party. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
Action by Licensor. If, within ninety (90) days after receipt from Licensor of information described in Section 10(a) or after giving notice to Licensor of such information, Licensee does not notify Licensor that Licensee has commenced suit against any infringer, Licensor shall have the right, but not the obligation, to bring suit for such alleged infringement, and may join Licensee as party plaintiff, if appropriate. Licensee 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.
Action by Licensor. LICENSOR is under no obligation to institute a cause of action against any specific party or any suspected infringer of the Patent Rights [31], and any action instituted by LICENSOR shall be in its sole discretion. LICENSEE may, however, request that LICENSOR enforce Patent Rights against a third party infringer, at LICENSOR's expense and with LICENSOR retaining any resulting recovery, by giving written notice to LICENSOR identifying the third party and providing evidence of the alleged infringement. If LICENSEE provides information that a third party’s activities; a) would infringe at least one issued claim in the Patent Rights; b) occur or have occurred solely in a country or countries not included in the Patent Rights (“Unprotected Countries”) [32]; and c) estimated revenues from such otherwise infringing product(s) sold by a Single Entity in an individual Unprotected Country exceed $1.5 million in a single calendar year in the Unprotected Country where such sales occur, then LICENSEE shall thereafter have the right to reduce by fifty percent the Earned Royalties payable in the Unprotected Country where such sales occur. “Single Entity” as used in this Agreement shall mean an entity having common ownership or common management, whether or not the entity operates under a common business name or trade name. [33] For the avoidance of doubt, allegedly infringing activity by each Single Entity and allegedly infringing activities in different Unprotected Countries are not added together to calculate the $1.5 million annual amount which triggers the above reduction in Earned Royalties. LICENSEE acknowledges that it is their burden to provide evidence in support of each element a), b) and c) above. In the event LICENSEE provides such evidence and withholds the applicable royalties, any dispute regarding this Paragraph 6.1 shall be governed by Article 10 herein and such a withholding shall not be a breach by the LICENSEE. [31] Acceptance of third party infringement by Licensee with minor remedies (see below). However, worth noting that Licensor has at least some financial incentive to stop infringement in countries protected by Patent Rights, because doing so may increase royalty payments (from Licensee or another source). [32] Licensee only has this recourse available for countries not protected by Patent Rights and where they are paying royalties. The royalty obligations may place Licensee at a substantial disadvantage relative to competitors with operations s...
