Common use of Enforcement of Intellectual Property Rights Clause in Contracts

Enforcement of Intellectual Property Rights. The sole owner or Party Controlling a Patent, Know-How or Confidential Information shall have the right to institute and direct legal proceedings against any Third Party believed to be infringing such Patent or misappropriating or otherwise violating such Know-How or Confidential Information in the Territory; provided, however, that with respect to any such [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. infringement or violation of any Patent included in the Xxxxxxxxx Patents or Jointly Owned Patents, Xxxxxxxxx shall have the obligation, at its cost, to enforce such Patent and direct such legal proceedings. If Xxxxxxxxx does not xxxxx such violation of intellectual property rights of Xxxxxxxxx Patents or Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, then Lilly shall be entitled (but shall not be obligated) to take all actions reasonably necessary to xxxxx such violation, including commencement of a lawsuit against the accused person if necessary; provided, however, that Lilly shall consult in advance with Xxxxxxxxx regarding such action and may not undertake any enforcement action without the prior approval of the JSC, such approval not to be unreasonably withheld. The primary objective of any patent enforcement action shall be to preserve exclusivity for the Product and uses thereof in the Territory. All amounts recovered from enforcement of any such rights by either Party relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery shall be split in a manner consistent with the economic interests and lost profits of the Parties under the Agreement as agreed to by the Parties.

Enforcement of Intellectual Property Rights. The sole owner Spruce or Party Controlling a Patent, Know-How or Confidential Information any of its Related Parties shall have the first right to institute and direct legal proceedings against any Third Party believed to be infringing such Patent or misappropriating or otherwise violating such a Licensed Patent or Licensed Know-How or Lilly’s Confidential Information covering Licensed Compounds or Licensed Products, and to defend the Licensed Patents from any claim of invalidity or unenforceability in the Territory; provided, however, that with respect to any such [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. infringement or violation of any Patent included in the Xxxxxxxxx Patents or Jointly Owned Patents, Xxxxxxxxx shall have the obligation, at its cost, to enforce such Patent and direct such legal proceedingsconnection therewith. If Xxxxxxxxx Spruce or any of its Related Parties does not undertake efforts to xxxxx such violation of intellectual property rights of Xxxxxxxxx Patents or Jointly Owned Patentsrights, including by commencement of a lawsuit against the accused person if necessary, within [***] after receiving notice of such infringement of such Licensed Patent or violation of such Know-How or Confidential Information, then Lilly shall be entitled (but shall not be obligated) to take all actions reasonably necessary to xxxxx such violation, including commencement of a lawsuit against the accused person if necessary; provided, however, that Lilly shall consult in advance with Xxxxxxxxx Spruce regarding such action and may not undertake any enforcement action without the prior approval of the JSC, such approval not to be unreasonably withheldaction. The primary objective of any such patent enforcement action shall be to preserve exclusivity for the Licensed Product and uses thereof in the Territorymajor pharmaceutical markets and other markets with respect to which Spruce or any of its Related Parties are Developing or Commercializing the Licensed Products. All amounts recovered from enforcement of any such rights by either an enforcing Party relating to the such intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action[***], and any remainder of such recovery shall be split in a manner consistent with the economic interests and lost profits [***]. The Parties shall keep each other informed of the Parties under the Agreement as agreed status of and of their respective activities regarding any enforcement action pursuant to by the Partiesthis Article 8.5.

Enforcement of Intellectual Property Rights. The sole owner or Party Controlling a Patent, Know-How or Confidential Information shall have the right to institute and direct legal proceedings against any Third Party believed to be infringing such Patent or misappropriating or otherwise violating such Know-How or Confidential Information in the Territory; provided, however, that with respect to any such [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. infringement or violation of any Patent included in the Xxxxxxxxx Patents or Jointly Owned Patents, Xxxxxxxxx shall have the obligation, at its cost, to enforce such Patent and direct such legal proceedings. If Xxxxxxxxx does not xxxxx such violation of intellectual property rights of Xxxxxxxxx Patents or Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, then Lilly shall be entitled (but shall not be obligated) to take all actions reasonably necessary to xxxxx such violation, including commencement of a lawsuit against the accused person if necessary; provided, however, that Lilly shall consult in advance with Xxxxxxxxx regarding such action and may not undertake any enforcement action without the prior approval of the JSC, such approval not to be unreasonably withheld. The primary objective of any patent enforcement action shall be to preserve exclusivity for the Product and uses thereof in the Territory. All amounts recovered from enforcement of any such rights by either Party relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery shall be split in a manner consistent with the economic interests and lost profits of the Parties under the Agreement as agreed to by the Parties.

Enforcement of Intellectual Property Rights. The sole owner or Party Controlling a Patent, Know-How or Confidential Information [***] shall have the first right to institute and direct legal proceedings against any Third Party believed to be infringing such Patent or misappropriating or otherwise violating such Know-How a Licensed Patent covering the Compound or Confidential Information Product, and to defend the Licensed Patents from any claim of invalidity or unenforceability in the Territory; provided, however, that with respect to any such connection therewith. If [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. infringement or violation any of any Patent included in the Xxxxxxxxx Patents or Jointly Owned Patents, Xxxxxxxxx shall have the obligation, at its cost, to enforce such Patent and direct such legal proceedings. If Xxxxxxxxx Related Parties does not xxxxx undertake efforts to axxxx such violation of intellectual property rights of Xxxxxxxxx Patents or Jointly Owned Patentsrights, including by which may include commencement of a lawsuit against the accused person if necessary, [***] after receiving notice of such infringement of such Licensed Patent, then Lilly [***] shall be entitled (but shall not be obligated) to take all actions reasonably necessary to xxxxx axxxx such violation, including commencement of a lawsuit against the accused person if necessary; provided, however, that Lilly Lxxxx shall consult in advance with Xxxxxxxxx Licensee regarding such action and may not undertake any enforcement action without the prior approval of the JSC, such approval not to be unreasonably withheldaction. The primary objective of any such patent enforcement action shall be to preserve exclusivity for the Product and uses thereof in the Territorymajor pharmaceutical markets and other markets with respect to which [***] the Product. All amounts recovered from enforcement of any such rights by either an enforcing Party relating to the such intellectual property licensed under this Agreement shall be first used to reimburse each Party’s reasonable out-of-pocket costs and expenses incurred in connection with such action, and any remainder of such recovery shall be split in a manner consistent with allocated such that the economic interests Party that commenced the lawsuit retains [***] of such remainder, and lost profits the other [***] is promptly (but [***] after receipt by the Party that commenced the lawsuit) paid to the other Party. The Parties shall keep each other informed of the Parties under status of and of their respective activities regarding any enforcement action pursuant to this Section 8.6. For the Agreement as agreed avoidance of doubt, Lxxxx reserves all rights to by the Partiesinstitute and direct legal proceedings against any Third Party believed to be infringing or misappropriating or otherwise violating Licensed Know-How and Lilly Confidential Information.