Enforcement by Licensor. Licensor may take such action as it deems appropriate to protect its rights in the Licensed Marks. Licensor shall consult in good faith with Licensee prior to entering into any settlement, consent judgment, or other voluntary final disposition of any action or proceeding that Licensor reasonably believes would materially impair the rights granted to Licensee under this Agreement. If Licensor commences an action or proceeding arising from Unauthorized Use (a “Licensor Action”), Licensor will have the right to control and conduct all negotiations, proceedings, defense and settlement relating to such Licensor Action. The costs associated with and any damages awarded or settlement proceeds recovered in connection with a Licensor Action will be allocated between the Parties based on the relative impact of the Unauthorized Use on the Parties, as determined in Licensor’s reasonable judgment following consideration by the Governance Committee. At Licensor’s expense, Licensee shall provide all assistance reasonably requested by Licensor with respect to such Licensor Action. Licensor may join Licensee as a party to such Licensor Action if, in Licensor’s reasonable judgment, joining Licensee would be beneficial to the outcome of the Licensor Action.
Enforcement by Licensor. If Licensor decides to enforce its rights, it shall do so at its expense and Licensee shall cooperate with Licensor at Licensor's reasonable request and expense. Licensee 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 Licensor.
Enforcement by Licensor. In the event that either party becomes aware of any infringement related to Licensed Products by a third party of any of the Licensed Patent Rights set forth in Exhibit B, it shall promptly notify the other party in writing (including evidence establishing a prima facie case of infringement by such third party). Licensor shall have the first right, but not the obligation, to initiate and control the prosecution and defense, at its own expense, of any infringements by third parties of any such Licensed Patents. If Licensee is required to join any such legal action as a necessary party and retain independent legal counsel because of a conflict of interest between Licensee and Licensor, Licensor shall pay the reasonable legal fees for such independent legal counsel selected by Licensee and reasonably acceptable to Licensor. Licensee will cooperate fully with Licensor in all reasonable respects, including without limitation, permitting its employees and appointees to testify when requested and making available relevant records, papers, information, samples, specimens and the like and Licensor will reimburse Licensee for all reasonable out-of-pocket costs incurred at Licensor's request in connection therewith. The total cost, including legal fees, expenses, judgments, penalties and liabilities of such infringement action shall be borne by Licensor, and all damages or other proceeds from any judgment will be awarded solely to Licensor. Notwithstanding the foregoing, in the event that Licensor fails to take action with respect to any such third party infringement related solely to Recombinant Factor XIII within sixty (60) days of receiving notice of such infringement, or desires to enter into a settlement with respect to such third party infringement related solely to Recombinant Factor XIII, then Licensee shall have the right to take such action and/or control such settlement, in which event the provisions of Section 7.3 shall apply.
Enforcement by Licensor. Licensor shall have the right, but not the obligation, to challenge and attempt to eliminate each Unauthorized Use. In the event that Licensor decides to bring an enforcement action, Licensee shall reasonably cooperate (and shall require its Affiliates to reasonably cooperate), at Licensor’s expense, with Licensor in investigating, prosecuting and settling any enforcement action instituted by Licensor against any Person engaging in an Unauthorized Use. Licensor 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 Licensor’s choosing, but at Licensor’s expense. Licensee, 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 Licensor. 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 Licensor.
Enforcement by Licensor. If Licensee becomes aware of any infringement or alleged infringement of the Patents, Licensee shall immediately notify Licensor thereof in writing, in which event Licensor shall have the right, in its sole discretion, to bring an infringement action against such alleged infringer. If Licensor elects to bring such infringement action, Licensor shall bear any and all expenses incurred in pursuing such legal action and shall retain for itself any and all monies or other benefits derived from such legal action; provided, however, that the Licensee has the right, at its own expense, to employ legal counsel to represent its interests in such legal action and the right to receive any portion of any recovery (by judgment or settlement) attributable to the Licensee’s claims.
Enforcement by Licensor. If either party believes that any of the patents within the Licensor Patent Portfolio is being infringed by a third party in the Orthopedic Field (“Infringed Patent”), such party shall provide written notice to the other party together with all information in such party’s possession regarding such alleged infringement. Licensor shall have the sole and exclusive right, but not the obligation, to take appropriate action in its sole discretion to xxxxx such infringement and shall be entitled to retain any and all recoveries from such litigation, if any, whether by judgment, award, decree or settlement.
Enforcement by Licensor. Licensor shall not be obligated to bring suit for infringement or have any responsibility for taking or defending any action whatsoever against or by infringers or alleged infringers of the Licensed Technology, provided that Licensor shall have the right and option, upon written request to Licensee, to participate in any such action, to contribute funds to the prosecution of such action, and to be represented by counsel.
Enforcement by Licensor. If Licensee learns of any infringement or potential infringement. of a Licensed Patent resulting from use, manufacture, offering for sale, sale or importation of L-glutamine, Licensee shall promptly notify Licensor. As between Licensor and Licensee, Licensor shall have the sole right but not the obligation to prosecute such infringement (a “Patent Infringement Action”). Licensor shall keep Licensee informed of, and shall from time to time consult with Licensee regarding, the status of any such Infringement Action and shall provide Licensee with copies of all documents filed in, and all written communications relating to, such Patent Infringement Action. Licensee shall provide all reasonable cooperation to Licensor in connection with such Patent Infringement Action, and Licensor shall reimburse Licensee for its expenses incurred in rendering such cooperation. Licensor shall be entitled to any recovery obtained from such Patent Infringement Action or the compromise or settlement thereof.
Enforcement by Licensor. Outside the Field of Use. Licensor shall have the right, but not the obligation, to enforce the Patents and other intellectual property rights in the Licensed Technology solely outside the Field of Use, at Licensor’s expense. On Licensee’s written request, Licensor shall consult with and keep Licensee advised of Licensor’s strategies, plans, progress and results of any such enforcement action.
Enforcement by Licensor. In the event that a Licensee has not sent a cease and desist letter regarding the Territorial Infringement or brought an Enforcement Action within thirty (30) days of becoming aware of such Territorial Infringement, the applicable Licensor may bring an Enforcement Action with counsel of such Licensor’s choosing, at such Licensor’s expense. Licensees will reasonably cooperate with such Licensor in investigating, prosecuting, and settling such Enforcement Action. Such Licensor may bring the Enforcement Action in its name alone or in the name of both such Licensor and Licensees, at Licensor’s expense. If such Licensor does not bring the Enforcement Action in the name of both such Licensor and Licensees, Licensees will also have the option to join in the prosecution of the Enforcement Action, with counsel of their own choosing, at Licensees’ expense. The applicable Licensor will have the right to compromise, settle or consent to any judgment with respect to any such Enforcement Action in its sole and absolute discretion; provided that the applicable Licensor agrees that it will not diminish, in any material respect, the rights granted to Licensees hereunder.
