Actual or Threatened Infringement. Subject to any obligation to a third party licensor of Technology or Patent Rights to a party with respect to the subject matter hereof:
(a) In the event either party becomes aware of any possible infringement or unauthorized possession, knowledge or use relating to the use of NuCleave-TM- Kits in the Field of any intellectual property which is the subject matter of this agreement (collectively, an "Infringement"), that party shall promptly notify the other party and provide it with full details (an "Infringement Notice"). The parties shall promptly meet to determine a course of action and whether the parties will jointly prosecute the Infringement, and if so, the sharing of expenses. If the parties do not agree otherwise:
(i) WATERS shall have the first right and option, but not the obligation, to prosecute or prevent such Infringement of Patent Rights owned by WATERS, but if WATERS does not commence an action to prosecute, or otherwise take steps to prevent or terminate such Infringement within one hundred eighty (180) days Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. from any Infringement Notice, then VARIAGENICS shall have the second right and option to take such action as VARIAGENICS will consider appropriate to prosecute or prevent such Infringement.
(ii) VARIAGENICS shall have the first right and option, but not the obligation, to prosecute or prevent such Infringement of Patent Rights owned by VARIAGENICS, but if VARIAGENICS does not commence an action to prosecute, or otherwise take steps to prevent or terminate such Infringement within one hundred eighty (180) days from any Infringement Notice, then WATERS shall have the second right and option to take such action as WATERS will consider appropriate to prosecute or prevent such Infringement.
(a) by the other party for Infringement. If either party lacks standing and the other party has standing to bring any such suit, action or proceeding, then the party with the right to bring suit may do so in the name of the other party. Each party shall bear the cost of any proceeding or suit brought by it under this Section 12.2.1(a). All sums recovered in such suit or in its settlement shall be first used to reimburse costs incurred by the party bringing the suit, then to reimburse costs of the other party, and the balance shall be retaine...
Actual or Threatened Infringement. (a) In the event either Party or any of such Party’s Affiliates becomes aware of any possible infringement or unauthorized possession, knowledge or use of any Technology that is the subject matter of this Agreement, including any Joint Technology, in connection with the discovery, research, development, manufacture, use, sale import or commercialization of (i) a Paratek Compound in the Field, or (ii) a Lead Candidate or Product within or outside of the Field (collectively, an “Infringement”), that Party shall promptly notify the other Party and provide it with full details (an “Infringement Notice”).
(b) WCCI shall have the first right and option, but not the obligation, to prosecute or prevent an Infringement as WCCI will consider appropriate. If WCCI does not commence an action to prosecute, or otherwise take steps to prevent or terminate the Infringement within one hundred eighty (180) days from any Infringement Notice, then, except with respect to WCCI Technology, Paratek shall have the right and option to take such action as Paratek will consider appropriate to prosecute or prevent such Infringement unless (i) the Infringement is a Tufts IP Infringement, in which case Tufts shall have the right and option to take such action as Tufts will consider appropriate to prosecute or prevent such Infringement or ii) the provisions of Section 9.2.1(c) below shall not permit Paratek to prosecute or prevent such Infringement. Any and all recoveries from any action for infringement shall be shared as follows:
(1) if such Infringement is a Tufts IP Infringement and WCCI is prosecuting such action for Infringement, Tufts shall be paid [***] percent ([***]%) of any and all such recoveries, net of costs incurred by WCCI for prosecuting the action, and WCCI shall retain the remaining balance and such remaining balance (net of costs incurred by WCCI for prosecuting the action) shall be treated as Net Sales, subject to the payment of royalties to Paratek in accordance with this Agreement; (2) if such Infringement is a Tufts IP Infringement and Paratek is prosecuting such action for Infringement, Tufts shall be paid [***] percent ([***]%) of any and all such recoveries, net of costs incurred by
Actual or Threatened Infringement. 4.5.1 In the event either Party becomes aware of any probable infringement or unauthorized possession, knowledge or use of any Patent Right or Technology that is (a) licensed by PTI from Durect pursuant to the DLA or (b) actually then being used in the Development Program or, in the reasonable judgment of such Party, reasonably likely to be used or useful in the Development, manufacture or Marketing of any Products hereunder or under the Collaboration Agreement (collectively, an “Infringement”), that Party shall notify the JOC and other Party within thirty (30) days and shall provide each with full details (an “Infringement Notice”). The JOC shall decide what actions are to be taken with respect to such matters, subject to the provisions of this Section 4.5.
4.5.2 As between the Parties, King shall have the first right and option, but not the obligation, to prosecute or prevent the Infringement in the Territory of or relating to (a) King Patent Rights, King Technology, Joint Patent Rights or Joint Technology, (b) PTI Patent Rights and PTI Technology (whether or not licensed from Durect pursuant to the DLA) that are actually then being used in the Development Program or, in the judgment of the JOC, reasonably likely to be used or useful in the Development, manufacture or Marketing of any Products hereunder or under the Collaboration Agreement or (c) any continuations, divisionals, continuations-in-part (to the extent any of the asserted claims are entitled to claim priority to the filing date of any of the PTI Patent Rights identified in subsection (b) of this Section 4.5.2), patents of addition, and substitutions of the PTI Patent Rights identified in subsection (b) of this Section 4.5.2, together with all registrations, reissues, reexaminations or extensions of any kind with respect to any of the foregoing PTI Patent Rights. If King does not commence a suit, action or proceeding to prosecute, or otherwise take steps to prevent or terminate such Infringement within one hundred eighty (180) days from any Infringement Notice or, in the case of a certification filed pursuant to 21 U.S.C. 355(j)(2)(A)(vii)(IV), twenty (20) days, then PTI shall have the right and option to take such action as PTI will consider appropriate to prosecute or prevent such Infringement, but only if, with respect to King Patent Rights and King Technology, such King Patent Rights and King Technology are actually then being used in the Development Program or are, in the judgment of the ...
Actual or Threatened Infringement. (a) In the event either Party becomes aware of any possible infringement or unauthorized possession or use of any Licensed Product(s) (collectively, an “Infringement”), that Party shall promptly notify the other Party and provide it with details (an “Infringement Notice”).
(b) GOLQ shall have the first right and option, but not the obligation, to prosecute or prevent the Infringement of the Intellectual Property Rights in Licensed Products, at GOLQ’s sole discretion and sole risk, cost and expense. If GOLQ does not commence an action to prosecute, or otherwise take steps to prevent or terminate the Infringement within ninety (90) days from any Infringement Notice, then RCRT shall have the right and option, but not the obligation, to take such action as RCRT will consider appropriate to prosecute or prevent such Infringement.
(c) In the event of an infringement of Intellectual Property Rights in a Licensed Product, GOLQ shall determine whether and how to prosecute or prevent the Infringement. If RCRT chooses to participate in such prosecution, then each Party shall bear an equal share of the cost of any proceeding or suit in connection with such action under this Section 7.2.1(c). An equal share of all sums recovered in such suit or settlement shall be received by each Party. RCRT shall have the right to be represented by counsel of its own selection in any suit instituted under this Section by GOLQ for Infringement. If GOLQ lacks standing and RCRT has standing to bring any such suit, action or proceeding, then RCRT shall bring such suit at the request and expense of GOLQ. In any action under this Section 7.2.1, the Parties shall fully cooperate with and assist each other.
Actual or Threatened Infringement. In the event either party becomes aware of any possible infringement or unauthorized possession, knowledge or use in the Field, or outside the Field with a detrimental effect to the R & D Program or otherwise in the Field itself, of any Patent, Confidential Information, or Technology (collectively, an "Infringement"), that party shall promptly notify the other party and provide it with full details. WYETH-AYERST shall be responsible for the prosecution, prevention or termination of any Infringement at WYETH-AYERST's expense and with the sharing of recoveries as specified below. If WYETH-AYERST does not commence an action to prosecute, or otherwise take steps to prevent or terminate an Infringement within one hundred and twenty (120) days from such notice, then with respect to Technology and Patent Rights owned solely by SIGA and Joint Technology and Joint Patent Rights, SIGA shall have the right and option to take such reasonable action as SIGA considers appropriate to prosecute, prevent or terminate such Infringement. If either party determines that it is necessary or desirable for the other to join any such suit, action or proceeding, the second party shall execute all papers and perform such other acts as may be reasonably required in the circumstances.
Actual or Threatened Infringement. If either party learns of any actual or threatened infringement or misappropriation or any attack on the validity or enforceability by a Third Party with respect to Joint Patent Rights, Joint Program Intellectual Property or Licensed Technology anywhere in the Territory, such party shall promptly notify the other party and shall provide such other party with available evidence of such events.
Actual or Threatened Infringement. (a) In the event either party becomes aware of any possible infringement or unauthorized possession, knowledge or use in the Field of any patent or other intellectual property which is the subject matter of this Agreement (collectively, an "Infringement"), that party shall promptly notify the other party and provide it with full details. WYETH-AYERST shall be responsible for the prosecution, prevention or termination of any Infringement at WYETH-AYERST's expense and with the sharing of recoveries as specified below. If WYETH-AYERST does not commence an action to prosecute, or otherwise take steps to prevent or terminate an Infringement within one hundred and twenty (120) days from such notice, then with respect to CHEMGENICS Owned Technology and Patent Rights and Joint Technology and Joint Patent Rights, or with respect to any WYETH-AYERST Patent Rights or Technology licensed to CHEMGENICS hereunder, CHEMGENICS shall have the right and option to take such reasonable action as CHEMGENICS considers appropriate to prosecute, prevent or terminate such Infringement. If either party determines that it is necessary or desirable for the other to join any such suit, action or proceeding, the second party shall execute all papers and perform such other acts as may be reasonably required in the circumstances.
Actual or Threatened Infringement. 7.4.1. When information comes to the attention of OSI, Anaderm or Pfizer, or any of their Affiliates, to the effect that any patent in which a party to this Agreement owns rights (either pursuant to this Agreement or otherwise) and which claims either (a) a Human Therapeutic Product based on a Class 1 or Class 2 Compound that is being developed or marketed by Anaderm or Pfizer or an Affiliate of Pfizer (excluding Anaderm), or (b) a compound or composition contained in such a Human Therapeutic Product, or (c) a Class 1 or Class 2 compound being developed by Anaderm or Pfizer or an Affiliate of Pfizer as a Lead Compound pursuant to Article VII of the Stockholders' Agreement or for which a New Use, as defined in Section 1.25 of this Agreement, is being developed by Anaderm or Pfizer or an Affiliate of Pfizer (excluding Anaderm), has been or is threatened to be unlawfully infringed, the party or Affiliate thereof that becomes aware of such information shall promptly bring it to
Actual or Threatened Infringement. (a) In the event either Party becomes aware of any possible infringement or unauthorized possession, knowledge or use of any BAYER Patent Rights or CURAGEN Patent Rights (an "Infringement"), that Party shall promptly notify the other Party and provide it with full details.
(b) Except as set forth in Section 7.04(c), the Party owning the affected Patent Rights shall be primarily responsible for enforcing them against the infringer at the owning Party's expense and the other Party shall co-operate fully with the owning Party in taking such action. In the event that the owning Party is unwilling to enforce its Patent Rights against the infringer, it shall authorize the other Party, at the other Party's request and expense, to institute proceedings against the infringer on behalf of the owning Party and, in any such case, the other Party shall retain any damages awarded against the infringer.
(c) Notwithstanding the foregoing (i) if any Infringement primarily affects a BAYER Product or any Marker Gene, BAYER shall be primarily responsible at its expense for enforcing such affected Patent Rights against the infringer and (ii) if any Infringement primarily affects the CURAGEN Screening Services or CURAGEN Services, CURAGEN shall be primarily responsible at its expense for enforcing the affected Patent Rights against the infringer.
(d) In any suit under this Section 7.04, the Party bringing the suit shall have the right first to reimburse itself out of any sums recovered in such suit or in its settlement for all reasonable costs and expenses, including reasonable attorney's fees, related to such suit or settlement. The remainder is next to be used to reimburse the other Party for its costs and expenses so incurred, if any, and then (i) in the event of an action brought by CURAGEN under this Section 7.04, any amounts recovered shall be added by CURAGEN to its Net Sales in the payment period in which it is received from the infringing Party and (ii) in the event of an action brought by BAYER under this Section 7.04, any amounts recovered shall be added by BAYER to its Net Sales in the payment period in which it is received from the infringing Party. Each Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential Investment under Rule 406 of the Securities Act. BAYER and CURAGEN Pharmacogenomics Project Agreement Party shall always have the right to be repres...
Actual or Threatened Infringement. In the event either Party becomes aware of any possible infringement or unauthorized possession, knowledge or use of any Technology, which is the subject matter of this Agreement, in the Field (collectively, an "Infringement"), that Party shall promptly notify the other Party and provide it with available * CONFIDENTIAL TREATMENT REQUESTED
