Defense of Licensed Patents. As between the Parties, Orexo shall have the sole right, but not the obligation, to defend, at its cost and at its sole discretion, against a declaratory judgment action or other action challenging any Licensed Patents. If the scope, ownership, validity or enforceability of a Licensed Patent is challenged in any counter-claims in any enforcement action brought by Licensee pursuant to Section 2.5(c), Orexo shall control the defense of such counterclaims, and Licensee shall take all actions and make such filings as are reasonably directed by Orexo in respect of such defense. Licensee shall provide reasonable assistance to Orexo, including joining such action as a party if required by applicable Law to pursue such action, subject to Orexo’s payment or reimbursement of any reasonable out-of-pocket costs and expenses incurred by Licensee in providing such assistance.
Defense of Licensed Patents. In the event that a Party receives notice of any claim alleging the invalidity or unenforceability of any Licensed Patent, such Party shall bring such claim to the attention of the other Party, including all relevant information related to such claim. The Parties, through the JSC, shall discuss such claim. Where such allegation is made in an opposition, reexamination, interference, or other patent office proceeding or a declaratory judgement action, then the provisions of Section 6.2 shall apply to determine the Parties’ respective rights and obligations with respect to such allegation; provided however that if a Party wishes to bring an infringement claim to enforce the Licensed Patent, then the provisions of Section 6.3 shall apply to determine the Parties’ respective rights and obligations with respect to such allegation. Each Party shall provide to the Party defending any such rights under this Section 6.4 all reasonable assistance in such enforcement, at such defending Party’s request and expense. The defending Party shall keep the other Party reasonably informed of the status and progress of such efforts, and shall reasonably consider the other Party’s comments on any such efforts. Without the prior written consent of the other Party (not to be unreasonably withheld), neither Party shall enter into any settlement of any claim, suit, or action that it defended under this Section 6.4 that admits the invalidity or unenforceability of any Licensed Patent or otherwise adversely impacts the other Party’s interest therein.
Defense of Licensed Patents. In the event that a Party receives notice of any claim alleging the invalidity or unenforceability of any Licensed Patent in the Territory, such Party shall bring such claim to the attention of the other Party, including all relevant information in its possession related to such claim. The Parties, through the JSC, shall discuss such claim. Where such allegation is made in an opposition, reexamination, interference, or other patent office proceeding or a declaratory judgement action, then the provisions of Section 6.2 shall apply to determine the Parties’ respective rights and obligations with respect to such allegation; provided however that if a Party wishes to bring an infringement claim to enforce the Licensed Patent with respect to a Product Infringement, then the provisions of Section 6.3 shall apply to determine the Parties’ respective rights and obligations with respect thereto. Each Party shall provide to the Party defending any Licensed Patent in the Territory under this Section 6.4 reasonable assistance in such defense, at such defending Party’s request and expense. The defending Party shall keep the other Party reasonably informed of the status and progress of such efforts and shall reasonably consider the other Party’s comments on any such efforts. Without the prior written consent of the other Party (not to be unreasonably withheld), neither Party shall enter into any settlement of any claim, suit, or action that it defended under this Section 6.4 that admits the invalidity or unenforceability of any Licensed Patent or otherwise materially adversely impacts the other Party’s interest therein. Notwithstanding anything to the contrary, Arctic Vision shall not (i) have any rights to defend any Licensed Patent, except to the extent provided in Section 6.2, or (ii) enter into any settlement of any claim, suit, or action that it defended under this Section 6.4 that admits the invalidity or unenforceability of any Patent outside the Territory which corresponds to any Licensed Patent, or otherwise adversely impacts [ ] or any Licensed Patent or corresponding Patent outside the Territory (including any reduction in claim scope), without, in the case of clause (ii), Eyenovia’s prior written consent. In furtherance of the foregoing, the Parties shall cooperate in good faith to exchange information on a reasonably periodic basis with respect to the prosecution and maintenance of the Licensed Patents and the corresponding Patents owned or controlled by Ey...
Defense of Licensed Patents. In the event that a Party receives notice of any claim alleging the invalidity or unenforceability of any Licensed Patent, such Party shall bring such claim to the attention of the other Party, including all relevant information related to such claim. The Parties, through the JSC, shall discuss such claim. Where such allegation is made in an opposition, reexamination, interference or other patent office proceeding or a declaratory judgement action, then the provisions of Section 5.2 shall apply; provided however that if Licensor wishes to bring an infringement claim to enforce the Licensed Patent, then the provisions of Section 5.3 shall apply. Where such allegation is made in a counterclaim to an enforcement action brought under Section 5.3, then the provisions of Section 5.3 shall apply. Licensee shall provide to Licensor all reasonable assistance in connection with the defense of the Licensed Patents, at Licensor’s request and expense.
Defense of Licensed Patents. With respect to any defense of any Licensed Patent (other than a Joint Invention Patent), medac shall have the right, but not the obligation, to defend any such Licensed Patent against such Patent Challenge in its sole discretion. If mxxxx decides not to defend any Licensed Patent against a Patent Challenge, medac shall notify UroGen in writing within [***] of such decision and the Parties will discuss in good faith regarding how to proceed. Provided, however, that in such event, UroGen shall have the right to require that medac defend such Licensed Patent against such Patent Challenge at UroGen’s expense.
Defense of Licensed Patents. As between Alpha Engines and Licensee, Alpha Engines shall have the sole responsibility for defending at its sole expense all legal actions asserting the invalidity of any of the Licensed Patents. The conduct of such defense shall be solely governed by Alpha Engines, and Xxxxxxxx agrees to fully cooperate with and to not interfere with Alpha Engines's defense of such actions. If Alpha Engines does not defend or in the reasonable judgment of Licensee is not vigorously and adequately defending against any such action, including appropriate appeals, Licensee may, after written notice to Alpha Engines given a reasonable time in advance but not less than thirty days, defend against such an action. Alpha Engines shall be kept fully and promptly informed of the status and progress of each such defense by Licensee.
Defense of Licensed Patents. 10.1 In the event that Licensee shall become aware of any infringement of any patent within the Patent Rights, Licensee shall immediately notify Licensor of such infringement and shall be entitled by itself to initiate and maintain proceedings against such infringement, at its own expense and for its own benefit as regards any damages and costs recovered. Licensor shall be entitled, if Licensor so elects, to be represented at such proceedings by Licensor's own counsel at Licensor's own expense and for its own benefit as regards any damages and costs recovered.
10.2 In the event Licensee (a) fails to initiate and maintain proceedings against infringement of Patent Rights as provided in Section 10.1 within one (1) year after first becoming aware of such infringement, or (b) advises Licensor in writing during such time period that Licensee does not intend to initiate or maintain such proceedings, Licensor shall be entitled by itself to initiate and maintain proceedings against such infringement to the exclusion of Licensee, at Licensor's own expense and for Licensor's own benefit as regards any damages and costs recovered.
Defense of Licensed Patents. In the event that a Party receives notice of any claim alleging the invalidity or unenforceability of any Licensed Patent, such Party shall bring such claim to the attention of the other Party, including all relevant information related to such claim. The Parties shall discuss such claim in good faith. Where such allegation is made in an opposition, reexamination, interference, or other patent office proceeding or a declaratory judgement action, then the Party having the right to control prosecution pursuant to Section 5.2 shall have the right to proceed in such matter. Each Party shall provide to the Party defending any such rights under this Section 5.4 all reasonable assistance in such enforcement, at such defending Party’s request and expense. The defending Party shall keep the other Party reasonably informed of the status and progress of such efforts, and shall reasonably consider the other Party’s comments on any such efforts. Without the prior written consent of the other Party (not to be unreasonably withheld), neither Party shall enter into any settlement of any claim, suit, or action that it defended under this Section 5.4 that admits the invalidity or unenforceability of any Licensed Patent.
Defense of Licensed Patents. Each Party shall notify the other Party in the event that such Party becomes aware of any threat or proceeding challenging the validity of the Licensed Patents and in such case Calliditas shall have the first right (but not the obligation), at its sole expense, to control the defense of the Licensed Patent against such challenges. If Calliditas does not take control of the defense of the Licensed Patent, within (x) [***] following the notice of challenge of the validity of the Licensed Patent or (y) any shorter period legally applicable to defend such challenge, then Partner will have the right to control such defense at its sole expense and by counsel of its own choice. With regard to cooperation, settlement and recoveries, Article 7.5(c) and (d) shall apply accordingly.
Defense of Licensed Patents. Each Party shall [***] notify the other Party in writing of any alleged or threatened assertion by a Third Party of invalidity or unenforceability of any of the [***] Licensed Patents, in each case in the Territory and of which such Party becomes aware. As between the Parties, [***] shall have the [***] right, but not the obligation, to defend and control the defense of the validity and enforceability of the [***] Licensed Patents, at its sole cost and expense. [***] shall assist and cooperate with [***] as [***] may reasonably request from time to time, at [***] sole cost and expense, in connection with its activities set forth in this Section 11.6, including by being joined as a party plaintiff in such action or proceeding, providing access to relevant documents and other evidence, and making its employees available at reasonable business hours. Where [***] exercises its right to control the defense of a challenge to the validity or enforceability of a [***] Licensed Patent in the course of a Competitive Infringement action or proceeding pursuant to Section 11.4, or a Third Party infringement action or proceeding pursuant to Section 11.5, the Parties shall fully consult and cooperate as regards the conduct of such action or proceeding. Notwithstanding the foregoing, [***] shall not settle the defense of a challenge to the validity or enforceability of a [***] Licensed Patent in the course of any Competitive Infringement action or proceeding pursuant to Section 11.4, or any Third Party infringement action or proceeding pursuant to Section 11.5, [***] without the express written consent of [***].
