Enforcement by Licensee. If UL elects not to take action pursuant to Section 3.4 within thirty (30) days after UL has received notice of infringement or dilution with respect to identified Licensed Brand Assets, Licensee may request approval from UL to initiate a suit or other enforcement action, at Licensee’s sole cost and expense, and the Parties’ respective legal representatives will promptly meet to discuss the merits and legal risks of any such suit or other enforcement action. UL will approve (or disapprove) such request within fifteen (15) days after Licensee’s request therefor. Licensee acknowledges and agrees that UL may disapprove such request if Licensee does not meet and discuss with UL the merits and legal risks of such suit or other enforcement action as reasonably requested by UL. If UL does not respond to or disapprove Licensee’s request within fifteen (15) days following Licensee’s request, the suit or other enforcement action shall be deemed to be approved by UL. If approved or deemed approved in accordance with the previous sentence, Licensee may proceed with such suit or action and UL shall reasonably cooperate with Licensee with regard to such suit or action (including to enable Licensee to meet standing requirements). Licensee may not settle any such suit or enter into any other agreement affecting the UL Masterbrand, any of the Licensed Brand Assets and/or UL’s rights in them without UL’s prior written approval. Licensee shall retain any monetary proceeds from such suit or action it institutes at its sole expense pursuant to this Section 3.5.
Enforcement by Licensee. If an Unauthorized Use involves use of the Licensed Marks in connection with the Steel Fields of Use, and if such Unauthorized Use persists and Licensor does not commence an action or proceeding under Section 3.5.3 within a reasonable time, Licensee shall have the right to undertake an action or proceeding to address such Unauthorized Use after consulting in good faith with Licensor regarding Licensee’s intended undertaking. Licensee promptly shall advise Licensor of Licensee’s intention to institute any such action or proceeding, and shall provide Licensor an opportunity to voluntarily join in such action or proceeding at Licensor’s expense. If Licensor voluntarily joins in any such action or proceeding, any damages awarded or settlement proceeds recovered shall be allocated between the Parties as specifically provided in the applicable award or settlement, or if not so allocated, then by the Parties in good faith after each Party’s out of pocket expenses are satisfied from the proceeds of the award or settlement (pro-rata if there are insufficient funds). If Licensor chooses not to voluntarily join in any such action or proceeding, then at Licensee’s expense, Licensor shall provide any assistance reasonably requested by Licensee with respect to such action or proceeding, and Licensor shall not oppose the joinder of Licensor by Licensee as a party to such action or proceeding if required by law or the applicable court. In any action or proceeding in which Licensor does not voluntarily join, Licensee will retain all damages awarded or settlement proceeds. Licensee shall not enter into any settlement, consent judgment, or other voluntary final disposition of any action or proceeding under this Section 3.5.4 without written approval of Licensor, which shall not be unreasonably conditioned, withheld or delayed.
Enforcement by Licensee. If Licensor decides not to enforce its rights, Licensee may choose to do so at its own expense. In such a situation, Licensor shall cooperate with Licensee at Licensee's reasonable request and expense and Licensee shall have the right to bring any actions in Licensor's name, if necessary. Licensor shall have the right to participate in such enforcement with counsel of its choice, but such participation shall be at its expense unless requested by Licensee.
Enforcement by Licensee. If HONEYWELL does not elect to enforce its rights in the TECHNOLOGY and/or defend any proceedings described in Section 9.1 within a […***…] by HONEYWELL of the aforesaid notice, LICENSEE may initiate an action in respect of the TECHNOLOGY and/or INTELLECTUAL PROPERTY RIGHTS therein, in its own name and entirely under its own direction and control as provided in this Section 9.2. In the event LICENSEE requests that HONEYWELL enforce its rights in the TECHNOLOGY, within sixty (60) days from receiving such notice, HONEYWELL may either elect to do so, or require that LICENSEE bring such action in each case, at the sole cost and expense of LICENSEE. In the event LICENSEE brings an action, HONEYWELL shall, at LICENSEE’S expense, cooperate with and assist LICENSEE (including being joined into such action if required) and shall make available all evidence, information or particulars in its possession which might assist LICENSEE in such defense. All costs and expenses of any such litigation shall be borne solely by LICENSEE and all benefits, damages and settlement, shall be the sole property of LICENSEE; provided, however that any monies recovered that are attributable to infringement relating to INTELLECTUAL PROPERTY RIGHTS in the NEW LICENSED PRODUCTS (as opposed to EXISTING EXCLUSIVE LICENSED PRODUCTS or EXISTING NON-EXCLUSIVE LICENSED PRODUCTS) shall be treated as GROSS REVENUES and royalties in respect of such GROSS REVENUES shall be due to HONEYWELL. LICENSEE shall keep HONEYWELL informed concerning the progress of such suit. Notwithstanding the foregoing, LICENSEE shall not, under any circumstances, be permitted to initiate an action in respect of the TECHNOLOGY and/or INTELLECTUAL PROPERTY RIGHTS therein, in its own name and entirely under its own direction and control, or request that HONEYWELL enforce its rights in the TECHNOLOGY, (a) with respect to any EXISTING NON-EXCLUSIVE LICENSED PRODUCTS so long as the PRE-EXISTING AGREEMENTS are in effect, or (b) against any supplier, competitor or customer of HONEYWELL or any licensee or distributor under a PRE-EXISTING AGREEMENT (collectively, “PROTECTED PERSONS”) in the event such lawsuit will have a material adverse effect, as reasonably determined by HONEYWELL, on HONEYWELL or the operation of its businesses or its commercial relationships; provided, however that HONEYWELL acknowledges and agrees that PMA design houses are not PROTECTED PERSONS and manufacturers are not PROTECTED PERSONS unless they supply to...
Enforcement by Licensee. Licensee will have the right (but not the obligation), at its sole discretion, to take any and all action it deems necessary to stop any Infringement (or respond to any Paragraph IV Notice), including the bringing of an action based on the Licensee New Nitric Oxide Patents in the Territory. Licensee will exclusively control the prosecution or settlement of any such action; provided that if such Infringement is in the Novan Retained Field, Licensee agrees not to settle such action without the prior written approval of Novan, not to be unreasonably withheld or delayed. Licensee will be permitted to bring any such action in the name of Licensee only or in the name of both Novan and Licensee. If such Infringement is in the Novan Retained Field, Novan shall have the right (but not obligation, other than use of its name as set forth in the immediately preceding sentence) to participate in such action in a consultative [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. capacity through its own counsel at its cost. Novan will provide [***] cooperation and assistance requested by Licensee in connection with any action taken by Licensee with respect to an Infringement, including by making relevant employees, inventors, documents, materials and information available to Licensee.
Enforcement by Licensee. In the event that Licensor has not taken reasonable steps to challenge and attempt to eliminate an Unauthorized Use within thirty (30) days after written notice from Licensee of its intent to itself challenge and attempt to eliminate such Unauthorized Use, Licensee shall have the right, but not the obligation, to challenge and attempt to eliminate the Unauthorized Use. In the event that Licensee decides to bring an enforcement action, Licensor shall reasonably cooperate (and shall require its Affiliates to reasonably cooperate), at Licensee’s expense, with Licensee in investigating, prosecuting and settling any enforcement action instituted by Licensee against any Person engaging in an Unauthorized Use. Licensee may bring such action in the name of Licensor alone or in the name of both Licensor and Licensee (including any of Licensee’s Affiliates) with counsel of Licensee’s choosing, but at Licensee’s expense. Licensor, at its own expense, shall have the right to participate with counsel of its own choice in the investigation, prosecution and/or settlement of any such enforcement action instituted by Licensee. All proceeds recovered in such enforcement action shall first be remitted to each of the Parties to reimburse them, on a pro rata basis, for their respective reasonable out-of-pocket costs and expenses incurred in connection with such action, and any remaining proceeds shall be retained by Licensee.
Enforcement by Licensee. Licensee shall have the sole right (itself or through others), at its sole option, to bring suit to enforce the Licensed IP and/or to defend any action with respect thereto, in each case with respect to violating or infringing activities occurring within the Field, subject to Licensor’s rights set forth under Section 7.1(c) below; provided, however, that Licensee shall reasonably consult with Licensor regarding, and keep Licensor reasonably informed as to, the defense and/or settlement of such action. In the event that Licensee enters into a suit against an alleged infringer or misappropriating party with respect to an alleged infringement or misappropriation of any of the Licensed IP in the Field, (i) Licensee shall have the right to choose its counsel for such suit at its sole discretion, (ii) Licensee shall have the right to keep all proceeds collected in connection with such suit for its sole benefit and enjoyment, (iii) Licensee shall have the right at its sole discretion to join Licensor as a necessary and indispensable party in such suit, (iv) Licensor shall have the right, at its sole discretion and expense, to join such suit as a coplaintiff; and (v) Licensor shall, at Licensee’s expense, provide reasonable cooperation in connection with the initiation and prosecution by Licensee of such suit.
Enforcement by Licensee. If Licensor declines to bring an infringement action against an alleged infringer of the Patents on or before the earlier of one hundred eighty (180) days after Licensee gives Licensor notice in writing pursuant to Section 10.1 above or thirty (30) days prior to the expiry of any applicable statute of limitations identified by Licensee in said notice, Licensee may at its own expense and risk bring such suit, in which case Licensee shall be entitled to retain for itself any and all monies derived from such legal action. Licensor shall, notwithstanding the foregoing, be entitled to be represented by its own counsel in such suit, at its own expense, and the right to receive any portion of any recovery (by judgment or settlement) attributable to the Licensor’s claims.
Enforcement by Licensee. So long as Licensee remains the exclusive licensee of the Patent Rights in the License Fields in the Territory, Licensee, to the extent permitted by law, shall have the right, under its own control and at its own expense, to prosecute any third party infringement of the Patent Rights in the License Fields in the Territory, subject to Sections 6.2.1 and 6.2.2, below. If required by law, Brandeis shall permit any action under this Section to be brought in its name, including being joined as a party-plaintiff, provided that Licensee shall hold Brandeis harmless from, and indemnify Brandeis against, any costs, expense or liability that Brandeis incurs in connection with such action; provided that Licensee shall not be obligated to indemnify Brandeis against any liability under this Section 6.2 that Brandeis incurs as a result of its own gross negligence or willful misconduct as determined by a court of final adjudication after exhaustion of all available appeals. Prior to commencing any action, Licensee shall consult with Brandeis and shall consider the views of Brandeis regarding the advisability of the proposed action and its effect on the public interest. Licensee shall not enter into any settlement, consent, judgment or other voluntary final disposition of any infringement action under this Section without the prior written consent of Brandeis.
Enforcement by Licensee. To the extent that Licensee commences an action for infringement of the Licensed Technology, Licensor agrees to join in such action upon Licensee's request. In the event that Licensee receives any damages or amounts in settlement in any action against a third party for infringement of the Licensed Technology, then Licensee shall be entitled to entire the amount by which such award or settlement amount exceeds all of the expenses incurred by Licensee in connection with such infringement action.
