Enforcement and Defense of Patents. A. XXXX intends to protect the Licensed Patents against infringers or otherwise act to eliminate infringement, when, in WXXX’x sole judgment, such action may be reasonably necessary, proper, and justified. In the event that TomoTherapy believes there is infringement of any Licensed Patent under this Agreement which is to TomoTherapy’s substantial detriment, TomoTherapy shall provide WXXX with written notice that such infringement is occurring including reasonable evidence of the infringement. WXXX shall have the right to determine the best course of action to resolve such infringement, including but not limited to, the right to settle such infringement by negotiating a license with such infringer. The license terms, fees and royalties shall be on terms no more favorable in the aggregate to the Licensee than (those contained in the sublicense most favorable to TomoTherapy granted by TomoTherapy. In the event that WXXX licenses such infringer WXXX shall share the income from such license with TomoTherapy as set forth in this Section 9A. Upon request by WXXX, TomoTherapy shall take action, join in an action, and otherwise provide WXXX with such assistance and information as may be useful to WXXX in connection with WXXX’x taking such action (if the cause of action arose during the term of this Agreement and WXXX reimburses TomoTherapy for TomoTherapy’s reasonable out-of-pocket expenses). Any recovery or damages for infringement or license fees or royalties obtained through any settlement of infringement claims, except enhanced damages, derived through WXXX taking such action shall be applied as follows: (a) first, to WXXX to reimburse WXXX for expenses incurred in litigation or negotiating a settlement, including reasonable attorneys’ fees, (b) second, to TomoTherapy to reimburse TomoTherapy for its reasonable expenses in assisting with same, including reasonable attorneys’ fees, and (c) the balance of any recovery or damages shall be divided [ * ] percent ([ * ]%) to TomoTherapy and [ * ] percent ([ * ]%) to WXXX. If WXXX does not take action to axxxx the infringement of the Licensed Patents within [ * ] of receiving the notice described above, TomoTherapy may request that WXXX do so and WXXX will comply as long as TomoTherapy reimburses WXXX each month for [ * ] percent ([ * ]%) of WXXX’x actual expenses incurred in bringing such action. Such expenses may be billed by WXXX as frequently as monthly and shall be paid by TomoTherapy to WXXX on a net thirty (30)...
Enforcement and Defense of Patents. The Party owning a Patent subject to this Agreement shall have the sole right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to any infringement or defense of any Patent subject to this Agreement, using counsel of its choice, in its own name, and under its direction, control and expense. In the event the Party owning the Patent elects to abandon a Patent applicable to a Product or the Research Program, the other Party shall have the option to receive an assignment of the Patent for the same consideration provided to the Patent owner for such assignment, if possible. Upon receipt of such consideration, the Party owning the Patent shall promptly assign the Patent to the other Party at the other Party’s sole cost and expense.
Enforcement and Defense of Patents. LumiraDx will have the right (but not the obligation) to take the appropriate steps to enforce or defend any LumiraDx Patent at its own cost and expense, in its own name and entirely under its own direction and control. LumiraDx may take steps including the initiation, prosecution and control of any suit, proceeding or other legal action by counsel of its own choice and CVS will have the right, at its own expense, to be represented in any such action by counsel of its own choice.
Enforcement and Defense of Patents. As between the Parties, the Party that owns or Controls (for the avoidance of doubt, other than by way of the license granted under this Agreement) a Patent relating to a Program, and Vividion with respect to any Joint Collaboration Patent, unless otherwise explicitly provided under a Development & Commercialization Agreement, shall have the sole right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to any infringement or Defense of such Patent, by counsel of its own choice, in such Party’s own name and under such Party’s direction, control and expense. Notwithstanding anything in this Section 7.4 to the contrary, [***] shall have final decision-making authority as to representations made in any proceedings under this Section 7.4 with respect to any Celgene Independent Products or Celgene CCB Program IP.
Enforcement and Defense of Patents. In the event that either CTTC or MARINEO and/or DELTA becomes aware of the infringement of a patent included in the Technology, or if such a patent is attacked by a third party in a declaratory judgment action, CTTC and MARINEO and DELTA agree to confer for the purpose of determining how to enforce or to defend the patent as provided under subparagraph 6.2, subject to the provisions of Exhibit C for Scrambler Therapy and in the subsequent agreement(s) for Technologies added pursuant to subparagraph 1.1.1;
3.2.7.1 CTTC, with prior written approval by MARINEO and/or DELTA, may grant a Transferee or Distributor the right to enforce or to defend a patent Licensed to it, subject to the requirement of notice to and prior approval by MARINEO of such defense.
Enforcement and Defense of Patents. 8.1 Each Party agrees to promptly notify the other Party of their knowledge of any actual or suspected third-party infringement or violation of any of the Patents or other Product Intellectual Property, as well as of any claim, demand, invitation to license or other third-party challenge to the Patents or other Product Intellectual Property.
8.2 Prism is solely responsible, in its sole and absolute discretion, and at its sole expense, for the enforcement and defense of any patent or intellectual property rights that it owns, including but not limited to patent and other intellectual property interests created by it or on its behalf (and assigned or assignable to it) pursuant to this Agreement.
8.3 With respect to the Product Intellectual Property licensed to Prism hereunder, except as is provided herein to the contrary, Prism shall be solely responsible for the enforcement and defense of such Product Intellectual Property, at its sole expense, during the Term. Notwithstanding the foregoing: (a) CBI agrees to be joined as a party plaintiff, at Prism’s request and as is reasonably required to pursue an enforcement action; (b) counsel selected by Prism shall be reasonably acceptable to CBI; (c) Prism shall give CBI prompt notice that an infringement or other action has been commenced concerning any of the Product Intellectual Property, an opportunity to review and approve in advance any demand, cease and desist letter or invitation to license, and if commercially practical, at least thirty (30) days prior written notice of its intent to commence an enforcement action; (d) Prism shall give CBI prompt written notice (in no event less than 15 days prior to any responsive filing deadline or other deadline that may jeopardize rights in the Product Intellectual Property) of its decision not to enforce or defend any of the Product Intellectual Property; and (e) Prism shall not enter into any settlement agreement or consent judgment, nor shall it make any material admission relating to validity or enforceability of any of the Product Intellectual Property or with respect to CBI which would materially adversely effect CBI without the prior written consent and approval of CBI, which shall not be unreasonably withheld. In the event CBI joins or is named as a party in any enforcement or defense action, CBI shall have the right but not the obligation to retain separate counsel at its own expense. Any recovery of damages in any enforcement action by Prism involving the Pro...
Enforcement and Defense of Patents. 122 18.6 Other Shared Combination Product-Related Losses. 122 18.7 Indemnification Procedure. 123 18.8 Limitation on Damages. 125 18.9 Insurance. 125 19 TERM AND TERMINATION 126 19.1 Term. 126 19.2 Challenge by Governmental Authority. 126 19.3 Territory Combination Product Withdrawal. 126 19.4 Material Breach. 126 19.5 Voluntary Termination. 127 19.6 Consequences of Termination. 129 19.7 Accrued Liabilities; Survival. 132 20 GENERAL PROVISIONS 139 20.1 Force Majeure. 139 20.2 Notice. 139 20.3 Further Assurances. 140
Enforcement and Defense of Patents. If a Party exercises step-in rights to remove Infringement under Section 14.4.2 or 14.4.3 (as applicable) or to defend an action or claim under Section 14.5.1 or Section 14.5.2, as applicable (each of the foregoing, for the purposes of this Section 18.5, takes an “Action”): (a) the Party taking the Action shall indemnify the other Party and the other Party’s Indemnified Persons (as applicable) from and against any Proceedings and Losses arising from a claim by a governmental entity of intentional misconduct by either Party as a result of such Action, provided that the Party taking Action had knowledge of alleged intentional misconduct if such intentional misconduct was on the part of the other Party for whom indemnification is provided hereunder.
Enforcement and Defense of Patents. The License Agreement will contain appropriate provisions for the enforcement of the OraSolv Technology and New Technology (at CIMA's cost and expense) against infringement and for the defense of third party claims that the OraSolv Technology or the New Technology infringes such third party's intellectual property rights.
Enforcement and Defense of Patents. 60 ARTICLE 15
