Control of Enforcement. 7.2.1 The Parties will determine through discussions at the Joint Product Committee whether or not to take whatever legal or other action is required in response to activities requiring notice under Section 7.1 (“Protective Action”). If the Joint Product Committee determines that such Protective Action is warranted, then, unless the Joint Product Committee determines otherwise, LICENSEE will, at LICENSEE’s expense, commence and prosecute such Protective Action at the direction of the Joint Product Committee or its designee. Council will, at LICENSEE’s expense, cooperate with LICENSEE in such action, including, without limitation, being joined as a Party to such action if such joinder is necessary for standing. Notwithstanding, Council will be responsible for its own internal costs associated with such action. Each Party may be represented by counsel of its own selection at its own expense in such Protective Action. Any recovery obtained as a result of such Protective Action, whether by judgment, award, decree, or settlement, will, after reimbursement of the Parties for their reasonable costs and expenses associated with such Protective Action, be retained by LICENSEE and included in and added to the total gross amounts invoiced for sales of Licensed Product for purposes of calculating royalties under the terms of Section 3.3. To the extent such recovery is insufficient to reimburse the Parties’ associated reasonable costs and expenses fully, then a Party’s share of the recovery will be the product of the total amount recovered with that Party’s reasonable costs and expenses divided by the sum of both Parties’ reasonable costs and expenses.
Control of Enforcement. X4 shall have the first right, but not the obligation, through counsel of its choosing, to initiate an infringement action with respect to any Infringement of any Licensed Patents at its sole cost and expense or, subject to Section 2.3, to grant the infringing Third Party adequate rights and licenses necessary for continuing such activities. If X4 does not initiate such an infringement action [***] of learning of such Infringement, or earlier notifies Genzyme in writing of its intent not to so initiate an action, and X4 has not granted such infringing Third Party rights and licenses to continue its otherwise infringing activities, then Genzyme shall have the right, but not the obligation, to bring such an action; provided that, except with respect to any Infringement described in clause (b) of the definition thereof, if [***].
Control of Enforcement. If any Third Party Infringing Activity infringes any Licensed Patent, then Nektar shall have the sole right and subject to this Section 14.2, the obligation, through counsel of its choosing, to take any measures it deems appropriate to stop such Third Party Infringing Activity that materially affects the Licensed Product in the Territory, including granting to the infringing Third Party adequate rights and licenses under the Licensed Patents necessary for continuing such activities; [***]. The Parties will cooperate in good faith to determine the appropriate measures to stop any Third Party Infringing Activity that infringes any jointly owned Joint Inventions.
Control of Enforcement. CFF shall have the sole right, but not the obligation, to bring proceedings against any Third Party for the inappropriate use, including patent infringement, of Technology, or Patent Rights owned or Controlled by it, or for which it has sole control of prosecution according to Section 5.6, and at its own risk and expense. Aurora, subject to CFF's right in the preceding sentence, shall have the sole right, but not the obligation, to bring proceedings against any Third Party for the inappropriate use, including patent infringement, of Technology, or Patent Rights owned or Controlled by it, or related to a Development Candidate or Product developed under this Agreement, and at its own risk and expense.
Control of Enforcement. The Purchaser shall have the right to control the enforcement of any rights under Section 9.1 with regard to Claims covered only by Opt-In Reinsurers upon payment of the amounts owed pursuant to Article IV hereof. The Liquidator shall, at the request of the Purchaser and upon payment by the Purchaser of the amounts owed pursuant to Article IV hereof, enforce any rights under Section 9.1 with regard to Claims covered in whole or in part by one or more Opt-Out Reinsurers. The Purchaser shall timely reimburse and indemnify the Liquidator for any costs or expenses incurred by the Liquidator in connection with the enforcement of such rights. The Liquidator shall not be obligated to pay such costs or expenses from the Administrative Expense Reserve. The Liquidator may delegate the Liquidator’s obligations under this Section to the Administrator under the Claim Service Agreement. The Liquidator shall not be obligated to take any action in connection with the enforcement of the rights under Section 9.1 if the Liquidator determines that such action would not be in good faith or would be contrary to applicable law, the Plan, the Purchase Agreement, the Ancillary Agreements, or otherwise inconsistent with the Liquidator's duties under Article 74 of the Insurance Law.
Control of Enforcement
