Defense and Enforcement. Licensor shall have the sole right, but not the obligation, to elect to bring an Action or enter into settlement agreements regarding the Licensor IP, at Licensor’s sole cost and expense.
Defense and Enforcement. Licensor shall have the sole initial right, but not the obligation, to elect to bring an Action or enter into settlement discussions regarding Third Party Infringements and Invalidity Allegations with respect to any Exclusively Licensed IP licensed by such Licensor at Licensor’s sole expense. If Licensor does not so elect for a Third Party Infringement or Invalidity Allegation with respect to such Exclusively Licensed IP within one-hundred eighty (180) days after receiving notice from Licensee pursuant to Section 4.1, or Licensor providing notice to Licensee thereof, Licensor shall promptly notify Licensee in writing and such Licensee shall have the right to bring an Action or enter into settlement discussions regarding such Third Party Infringement or Invalidity Allegations at its sole expense; provided, further, that (i) if Licensor does not bring such an Action or elect to (or does not notify Licensee of its election to) bring such an Action for a Third Party Infringement or to defend an Invalidity Allegation with respect to such Exclusively Licensed IP by ten (10) Business Days before the deadline for filing the applicable filing or response, such Licensee shall have the right to bring an Action regarding such Third Party Infringement or Invalidity Allegations at its sole expense, and (ii) Licensor shall have no liability for failing to so notify Licensee as provided in this sentence of this Section 4.2. The Party that elects to bring an Action or enters into settlement discussions in accordance with this Section 4.2 (the “Enforcing Party”) shall control such Action or settlement discussions (as applicable). Notwithstanding the foregoing, if Invalidity Allegations arise in an opposition, interference, reissue proceeding, reexamination or other proceeding before any patent office, the Licensor of the applicable Patent shall have the right to defend such Invalidity Allegations or enter into settlement discussions with respect thereto.
Defense and Enforcement. Licensor shall have the sole initial right, but not the obligation, to elect to bring an Action or enter into settlement discussions regarding (a) any Third Party activities that constitute, or would reasonably be expected to constitute, an infringement, misappropriation, or other violation of any Licensed IP of such Licensor (“Third Party Infringement”) or (b) any Third Party allegations of invalidity or unenforceability of any Licensed IP of such Licensor (“Invalidity Allegations”), in each case at Licensor’s sole cost and expense. The applicable Licensor (the “Enforcing Party”) shall control such Action or settlement discussions (as applicable).
Defense and Enforcement. Each Party shall promptly notify the other Parties in the event it becomes aware of any Third Party activities that may constitute infringement of any Patents that are subject to this Agreement, and/or of any Third Party claims or allegations contesting the validity and/or enforceability of any such Patents. With respect to any Joint Patents, the Parties will promptly thereafter consult and cooperate to determine a course of action, which may include, without limitation, the commencement of legal action by any or all of Epizyme, Eisai and RMS, to terminate or otherwise address such infringement, misappropriation or misuse, and/or to defend the Joint Patents. Responsibility and control over any actions to defend and/or enforce Patents under this Agreement shall be allocated between the Parties in accordance with the terms of this Section 8.9.
Defense and Enforcement. If either Party becomes aware of any infringement of the Arcadia Patent Rights or assertion thereof, or of any assertion that the use of the Arcadia Licensed Intellectual Property infringes or violates the Intellectual Property rights of any other party (collectively, a “Defense or Enforcement Matter”), it shall promptly notify the other Party. Arcadia shall notify Mahyco as early as possible, and no less than fifteen (15) days in advance of taking any action that would affect Mahyco’s rights under this Agreement, and may meet and confer with Mahyco regarding the appropriate action to be taken in respect thereof. Arcadia shall control and be responsible for all decisions and costs related to any Defense or Enforcement Matter, considering Mahyco’s reasonable business interests, and shall also own any damages obtained therefrom. Mahyco agrees to assist and cooperate with Arcadia as may be reasonably required in order to perfect Arcadia’s interests hereunder and to Arcadia’s enforcement and defense of the Arcadia Patent Rights. Mahyco acknowledges that it may be a […*…] = 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. necessary party to any action brought by or against Arcadia arising from enforcement or defense of the Arcadia Patent Rights, and that the assistance and cooperation agreed to under this provision may require its participation in such proceedings.
Defense and Enforcement. Each Party shall promptly notify the other Party in the event it becomes aware of any Third Party activities that may constitute infringement of any Patents or misappropriation and/or misuse of any Know-How that are subject to this Agreement, and/or of any Third Party claims or allegations contesting the validity and/or enforceability of any such Patents. With respect to any Joint Patents, the Parties will promptly thereafter consult and cooperate to determine a course of action, which may include, without limitation, the commencement of legal action by either or both of Clovis Oncology and RMS, to terminate or otherwise address such infringement, misappropriation or misuse, and/or to defend the Joint Patents. Responsibility and control over any actions to defend and/or enforce Patents under this Agreement shall be allocated between the Parties in accordance with the terms of this Section 8.5.
Defense and Enforcement. (a) As between the Parties, 2 Blades shall have the sole right (but not the obligation) in its discretion to defend and enforce the 2 Blades Licensed Patents against third Party infringers. In the event that 2 Blades engages or is engaged in a proceeding involving the 2 Blades Licensed Patents, CPS agrees to fully cooperate with such proceeding upon the reasonable request of 2 Blades. Initials Two Blades Foundation: 16 Initials Cellectis Plant Sciences, Inc.: CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. Confidential Execution Copy CPS-14033
Defense and Enforcement. Each Party shall promptly notify the other Party in the event it becomes aware of any third party activities that may constitute infringement of any Intellectual Property that is the subject to this Agreement and/or of any third party claims or allegations contesting the validity and/or enforceability of any such Intellectual Property. QIAGEN shall have the right, but not the obligation, to control, enforce and defend worldwide, at its own expense, Intellectual Property rights in the QIAGEN Background Intellectual Property and QIAGEN Foreground IP. SYROS shall have the right, but not the obligation, to control, enforce and defend worldwide, at its own expense, Intellectual Property rights in the SYROS Background Intellectual Property and SYROS Foreground IP. With respect to any Joint Foreground IP, the Parties will promptly thereafter consult and cooperate to determine a course of action.
Defense and Enforcement. As between the Parties, the Party controlling the Prosecution and Maintenance of any Patent under Section 8.3 will have the sole right (but not the obligation), at its sole discretion, to defend against a declaratory judgment action or other action (such as a revocation proceeding or an opposition) challenging any such Patent or to seek to xxxxx an infringement of any such Patent, including by enforcing the same and settling the same. All monies recovered upon the final judgment or settlement of any action described in this Section 8.4.2 will be retained by the controlling Party. Each Party will bear the costs incurred by such Party under this Section 8.4.2.
Defense and Enforcement. QIAGEN shall have the right, but no obligation, to control, enforce, and defend worldwide, at its own expense, Intellectual Property rights in QIAGEN Background Intellectual Property and QIAGEN Foreground Intellectual Property. Blueprint shall have the right, but no obligation, to control, enforce, and defend worldwide, at its own expense, Intellectual Property rights in Blueprint Background Intellectual Property and Blueprint Foreground Intellectual Property. With respect to any Joint Foreground Intellectual Property, the Parties will promptly thereafter consult and cooperate to determine a course of action, which may include, without limitation, the commencement of legal action by any or all of the Parties to terminate or otherwise address such infringement, misappropriation or misuse, and/or to defend the Joint Foreground Intellectual Property.
