Defense of Patents. (a) Subject to the oversight of the JPC, if any Party receives notice by counterclaim, declaratory judgment action or otherwise, alleging the invalidity or unenforceability of any Company Patent or Joint Patent, it shall bring such fact to the attention of the other Party, including all relevant information related to such claim. Where such allegation is made in an opposition, reexamination, interference or other patent office proceeding, the provisions of Section 10.3 shall apply. Where such allegation is made in a counterclaim to a suit or other action brought under Section 10.4, the provisions of Section 10.4 shall apply. Where such allegation is made in a declaratory judgment or other court action, (i) the Party who prosecuted such Company Patent or Joint Patent pursuant to Section 10.3 shall have the first right to defend such action at its own expense, provided that if a Party pursuant to Section 10.4 elects to bring an infringement counterclaim, the provisions of Section 10.4 shall thereafter apply; and (ii) Licensee shall have the sole right, but no obligation, to defend such Licensee Patent. If the Party with the first right to defend a Company Patent or Joint Patent elects not to defend such action, it shall so notify the other Party in writing, and the other Party shall have the right to defend such action, at the other Party’s expense. For any such action involving a Company Patent or Joint Patent, the non-defending Party shall provide to the defending Party all reasonable assistance in such defense, at the defending Party’s request and expense; and the defending Party shall keep the other Party regularly informed of the status and progress of such efforts, and shall reasonably consider the other Party’s comments on any such efforts.
Defense of Patents. If a Third Party brings a claim of invalidity, unenforceability or non-infringement of a given Patent within the Constellation Licensed IP, the Constellation Other IP or the Research Collaboration IP (e.g., a declaratory judgment action or a nullity proceeding), the Party that has final decision making authority (and is responsible for the out-of-pocket costs for the Prosecution and Maintenance of such Patent) at the time such claim is brought (in accordance with Section 7.3), shall be solely responsible for defending such Third Party claim, at its sole discretion and expense.
Defense of Patents. The Subcontractor shall defend all suits or claims for infringement by it of any patent rights that may be brought against Contractor, Owner and/or the Project architect arising out of the Work, and shall hold Contractor, Owner and the Project architect harmless from loss on account thereof, except that subcontractor shall not be responsible for such loss when a particular process or product of a particular manufacturer or manufacturers is specified.
Defense of Patents. Subject to this Section 10.3(b), AcelRx shall have the first right, as between AcelRx and Grünenthal, to bring and control any action or proceeding with respect to infringement of any AcelRx Patent and Joint Patent in the Territory, at its own expense and by counsel of its own choice and Grünenthal shall have the first right, as between AcelRx and Grünenthal, to bring and control any action or proceeding with respect to infringement of any Assigned Patent, at its own expense and by counsel of its own choice. The respective other Party shall have the right, at its own expense, to be represented in the Territory in any such action by counsel of its own choice, and the controlling Party and its counsel shall reasonably cooperate with the other Party and its counsel in strategizing, preparing and presenting any such action or proceeding in the Territory. If the Party having first right as set forth above fails to bring an action or proceeding with respect to infringement of any Patent in the Territory described in the preceding sentences within (i) ninety (90) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, the other Party shall have the right, but not the obligation (i.e., it has the right to indulge such infringement), to bring and control any such action in the Territory at its own expense and by counsel of its own choice. Upon the other Party’s request, the Party having first right as set forth above shall timely join as party-plaintiff in any such litigation and to cooperate with the other Party in connection with such infringement action, including timely filing such action in the name of the Party having first right as set forth above if required. The requesting Party shall reimburse the other Party for its reasonable costs and expenses related to such explicitly requested activities. Except as otherwise agreed to by the Parties as part of a separate cost-sharing arrangement, any recovery or damages realized as a result of such action or proceeding shall be used first to reimburse the Parties’ documented out-of-pocket legal expenses relating to the action or proceeding, and any remaining damages relating to the Licensed Product (including lost sales or lost profits with respect to the Licensed Product) shall be (a) shared 70%/30% for [ * ] = Certain confidential information contained in this d...
Defense of Patents. (a) Prior to Licensee’s exercise of the Option, if a Third Party brings a claim of invalidity, unenforceability or non-infringement of a given Patent within the Research Program IP and/or Licensed IP, as applicable, Kineta shall be solely responsible for defending such Third Party claim, at its sole discretion and expense. At Kineta’s request and expense, Licensee shall reasonably cooperate with Kineta in connection with any such defense, including, if necessary, by being joined as a party. (b) Following Licensee’s exercise of the Option, if a Third Party brings a claim of invalidity, unenforceability or non-infringement of a given Patent within the Research Program IP and/or Licensed IP, as applicable, Licensee shall be solely responsible for defending such Third Party claim, at its sole discretion and expense. At Licensee’s request and expense, Kxxxxx shall reasonably cooperate with Licensee in connection with any such defense, including, if necessary, by being joined as a party. (c) Notwithstanding the foregoing, Section 8.7.2(a) shall govern the rights and obligations of the Parties with respect to a counterclaim relating to Licensed IP.
Defense of Patents. 6.1 UTC shall have the sole discretion to decide whether to assert or defend the Licensed Patents. Any assertion or defense of the Licensed Patents shall be at UTC’s sole expense and under UTC’s sole control. If UTC asserts or defends any Licensed Patents for any reason, UTC shall be entitled to retain all damages, attorney fees, and other costs awarded in its favor as a result of such assertion or defense.
Defense of Patents. (a) In the event that either Zogenix or Durect becomes aware of any action initiated by a Third Party (or any counterclaim or defense asserted in any other action) in the Territory alleging invalidity or unenforceability of any Durect Technology Patents, Joint Patent Rights and Zogenix Technology Patents, such Party will promptly notify the other Party of all the relevant facts and circumstances known by it in connection with such action. Zogenix and Durect shall thereafter consult and cooperate fully to determine a course of action consistent with this Section 9.5, and each Party may hire separate counsel. In connection with such cooperation, the Parties, as soon as reasonably practicable, shall enter into a mutually agreeable joint defense agreement. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Defense of Patents. (a) In the event that either Alpharma or Durect becomes aware of any action initiated by a Third Party (or any counterclaim or defense asserted in any other action) in the Territory alleging invalidity or unenforceability of any Product Patent Rights, [* * *], such Party will promptly notify the other Party of all the relevant facts and circumstances known by it in connection with such action. Alpharma and Durect shall thereafter consult and cooperate fully to determine a course of action.
Defense of Patents. (a) As between the Parties, […***…] shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the […***…] Patents using counsel of its own choice […***…].
Defense of Patents. 5.4.1. As between the Parties, Bio Palette shall have the sole right to defend against any suits or actions initiated by a Third Party challenging any Bio Palette Patents; [**]. Bio Palette shall provide Beam with an opportunity to review and comment on any filings or communications with respect to such suit or action with respect to such Bio Palette Patent, and to participate in any proceedings with respect thereto through counsel of Beam’s choosing, at Beam’s sole expense. Bio Palette shall not settle any such suit or action with respect to such Bio Palette Patent without Beam’s prior written consent, not to be unreasonably withheld, conditioned or delayed.
