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 Licensor or Licensee becomes aware of a suspected infringement of any Licensed Property, Licensed Patent Right or any of them in the Field, including actual or alleged infringement under 35 USC §271(e)(2) that is or would be infringing activity involving the using, making, importing, offering for sale or selling of articles that the Party reasonably believes infringes any of the Patent Rights conferred under this Agreement, such Party shall notify the other Party promptly, including all information available to such Party with respect to such alleged infringement, and following such notification, the Parties shall confer. Licensee shall have the first right, but shall not be obligated, to bring an infringement action for suspected infringement in the Field at its own expense, in its own name and entirely under its own direction and control, subject to the following: (a) Licensor shall reasonably assist Licensee (at Licensee’s expense) in any action or proceeding being prosecuted for suspected infringement in the Field if so requested, including by being named or joined as a plaintiff to such actions or proceedings if requested by Licensee or required by Law, (b) Licensor shall have the right to participate and be represented in any such suit by its own counsel at its own expense, (c) no settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of any Licensed Property, Licensed Patent Right or any of them in the Field may be entered into by Licensee without the prior written consent of Licensor, which consent shall not be unreasonably withheld, delayed or conditioned, and further, no settlement of any such action or proceeding which pertains to the infringement of the Licensor Patent Rights by virtue of the Development or Commercialization of a Licensed Compound in the Field by a Third Party that is not a Sub-Licensee may be entered into by Licensee without the prior written consent of Licensor, which consent shall not be unreasonably withheld, delayed or conditioned.
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. During the term of this Agreement, LICENSOR shall have the right, but not the obligation, to institute legal action against a Third Party for infringement of any Licensed Patent Right. In the event that LICENSOR initiates legal action against infringement of the Licensed Patent Rights, LICENSOR shall notify LICENSEE in writing. Thereafter, LICENSEE shall have a right, in LICENSEE’s sole discretion and at LICENSEE’s expense, to join or otherwise participate or not to join or otherwise participate in such legal action with legal counsel selected by LICENSEE. Any recovery received by LICENSOR from legal action initiated pursuant to this Section 8.5, whether by judgment, award, decree or settlement, shall be used first to reimburse LICENSOR for LICENSOR’s out‑of‑pocket costs and expenses actually incurred in pursuing such legal action, and second to reimburse LICENSEE for LICENSEE’s costs and expenses actually incurred in connection with such legal action. The remainder of any recovery received by LICENSOR under this Section 8.5, after reimbursement of costs and expenses of LICENSOR and LICENSEE, shall be shared by LICENSOR and LICENSEE in proportion to each Party’s share of the Profits as set forth in Section 6.1.2.
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. 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. STI and Licensor will promptly notify the other in writing (and provide any evidence in its possession) of any suspected infringement by a third party of any of the Intellectual Property Rights licensed hereunder (a "Third-Party Infringement"). Licensor shall file and/or pursue any suit or action for any Third-Party Infringement of the Licensed Patents to the extent Licensor's failure to do so could reasonably be expected to have more than a non-material adverse effect on (1) STI's market for the products and services covered by or sublicenses to the Licensed Patents or (2) STI's exclusivity under Section 2.2.1 above and Licensor shall not, absent STI's permission, enter into any settlement or other arrangement which grants a license or freedom to operate (including by way of a covenant not to sxx) to any third party under the Licensed Patents which would infringe upon or violate STI's exclusivity under Section 2.2.1 above. Unless Licensor and STI otherwise agree, any amount recovered in any such suit or action, whether by judgment or settlement, after deducting Licensor's reasonable expenses (including attorney's fees), and payment to STI of any expenses incurred by STI in providing any assistance and cooperation to Licensor in connection with such suit or action, if any, shall be paid to or retained by Licensor.
Enforcement by Licensor. (i) Licensor shall have the right, in its sole discretion, to initiate, control, and settle a suit or other legal proceedings in its name or, if appropriate, in the names of Licensee and Licensor, to enforce and defend the Licensed Marks in the Territory or outside of the Territory if Licensor in its sole discretion determines that any potential or actual infringement substantially impacts its rights to the Licensed Marks. Licensor shall promptly notify Licensee in writing of any potential or actual infringement or unlawful use of the Licensed Marks that Licensor becomes aware of in the Territory. Likewise, Licensee shall promptly notify Licensor in writing of any potential or actual infringement or unlawful use of the Licensed Marks that Licensee becomes aware of in the Territory.
(ii) Licensor will pay the costs and fees of any suit or proceeding brought by Licensor to enforce and defend the Licensed Marks and any monies recovered by suit or settlement or otherwise from such suit or proceeding will be the sole property of Licensor. Licensor shall keep Licensee informed as to the progress of any such suit or proceeding, and Licensee shall have the right to participate in any such suit or proceeding, at Licensee’s expense.
