Common use of Enforcement of Intellectual Property Clause in Contracts

Enforcement of Intellectual Property. (i) If either Party becomes aware of (i) any actual, potential, or alleged infringement of any of the rights to Product Intellectual Property granted to Coronado under this Agreement with respect to Products or a Paragraph W Certification (each of subclauses (i) and (ii), an “Action”) and, such Party shall give to the other Party prompt and reasonably detailed written notice of such actual, potential, or alleged infringement. Notwithstanding the foregoing, each Party shall notify the other Party within two (2) business days of its receipt of, or receipt of notice of, any Paragraph W Certification. With respect to any Action, Coronado shall have the first and primary right, but not the obligation, to, at its expense, initiate, prosecute, and control any action or legal proceedings, and/or enter into a settlement, including any declaratory judgment action, with respect thereto; provided, however, if in the reasonable opinion of counsel to Revogenex, Revogenex has available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by Coronado, as a result of which representation would be advisable, Revogenex shall have the right, subject to the terms of this Section 9.6(b), to participate in such Action at its own cost and expense. In any such litigation brought by Coronado, Coronado shall have the right to use and sue xx Revogenex’s name and join Revogenex as a party to such litigation, and Revogenex shall cooperate reasonably with respect thereto, as requested by Coronado. If, within one hundred eighty (180) calendar days of the notice in this Section 9.6(b)(i) (or, in the case of a Paragraph W Certification, thirty-five (35) calendar days from the date of Coronado’s receipt of the Paragraph W Certification or notice thereof from Revogenex), Coronado shall, (i) have been unsuccessful in persuading the actual, potential, or alleged infringer to desist, (ii) shall not have brought and shall not be diligently prosecuting an infringement or other action with respect to such actual, potential, or alleged infringement or Paragraph W Certification, or (iii) has not entered into settlement discussions with respect to such actual, potential, or alleged infringement or Paragraph W Certification, or if Coronado notifies Revogenex that it has decided not to undertake any of the foregoing against any such alleged, potential, or actual infringer or Third Party making such Paragraph W Certification, then Revogenex shall have the right, at its expense, to bring suit to enforce such Product Intellectual Property against such actual, alleged, or potential infringer, or take action with respect to such Paragraph W Certification, at its own expense, unless Coronado has provided Revogenex with a reasonable strategic rationale for not taking action to terminate such actual, potential, or alleged infringement or with respect to such Paragraph W Certification. Notwithstanding the foregoing, Revogenex shall not, and shall not permit any Affiliate thereof or Third Party to, proceed against an alleged infringer of the Product Intellectual Property in the Territory (1) unless (A) significant damages are reasonably expected to be recovered from the infringer in such proceeding or (B) Revogenex believes, in its reasonable discretion, that such infringement would materially and adversely affect its interest in the Product or the Product Intellectual Property and (2) without first consulting with Coronado regarding the strategy for such proceeding and considering in good faixx Xxxxxxxx’x xxmments regarding such proceeding.

Enforcement of Intellectual Property. (i) If either Party becomes aware of (i) any actual, potential, or alleged infringement of any of the rights to Product Intellectual Property granted to Coronado under this Agreement with respect to Products or a Paragraph W Certification (each of subclauses (i) and (ii), an “Action”) and, such Party shall give to the other Party prompt and reasonably detailed written notice of such actual, potential, or alleged infringement. Notwithstanding the foregoing, each Party shall notify the other Party within two (2) business days of its receipt of, or receipt of notice of, any Paragraph W Certification. With respect to any Action, Coronado shall have the first and primary right, but not the obligation, to, at its expense, initiate, prosecute, and control any action or legal proceedings, and/or enter into a settlement, including any declaratory judgment action, with respect thereto; provided, however, if in the reasonable opinion of counsel to Revogenex, Revogenex has available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by Coronado, as a result of which representation would be advisable, Revogenex shall have the right, subject to the terms of this Section 9.6(b), to participate in such Action at its own cost and expense. In any such litigation brought by Coronado, Coronado shall have the right to use and sue xx xxx in Revogenex’s name and join Revogenex as a party to such litigation, and Revogenex shall cooperate reasonably with respect thereto, as requested by Coronado. If, within one hundred eighty (180) calendar days of the notice in this Section 9.6(b)(i) (or, in the case of a Paragraph W Certification, thirty-five (35) calendar days from the date of Coronado’s receipt of the Paragraph W Certification or notice thereof from Revogenex), Coronado shall, (i) have been unsuccessful in persuading the actual, potential, or alleged infringer to desist, (ii) shall not have brought and shall not be diligently prosecuting an infringement or other action with respect to such actual, potential, or alleged infringement or Paragraph W Certification, or (iii) has not entered into settlement discussions with respect to such actual, potential, or alleged infringement or Paragraph W Certification, or if Coronado notifies Revogenex that it has decided not to undertake any of the foregoing against any such alleged, potential, or actual infringer or Third Party making such Paragraph W Certification, then Revogenex shall have the right, at its expense, to bring suit to enforce such Product Intellectual Property against such actual, alleged, or potential infringer, or take action with respect to such Paragraph W Certification, at its own expense, unless Coronado has provided Revogenex with a reasonable strategic rationale for not taking action to terminate such actual, potential, or alleged infringement or with respect to such Paragraph W Certification. Notwithstanding the foregoing, Revogenex shall not, and shall not permit any Affiliate thereof or Third Party to, proceed against an alleged infringer of the Product Intellectual Property in the Territory (1) unless (A) significant damages are reasonably expected to be recovered from the infringer in such proceeding or (B) Revogenex believes, in its reasonable discretion, that such infringement would materially and adversely affect its interest in the Product or the Product Intellectual Property and (2) without first consulting with Coronado regarding the strategy for such proceeding and considering in good faixx xxxxx Xxxxxxxx’x xxmments comments regarding such proceeding.

Enforcement of Intellectual Property. (i) If either Party becomes aware of (i) any actual, potential, or alleged infringement of any of the rights to Product Intellectual Property granted to Coronado under this Agreement with respect to Products or a Paragraph W Certification (each of subclauses (i) and (ii), an “Action”) and, such Party shall give to the other Party prompt and reasonably detailed written notice of such actual, potential, or alleged infringement. Notwithstanding the foregoing, each Party shall notify the other Party within two (2) business days of its receipt of, or receipt of notice of, any Paragraph W Certification. With respect to any Action, Coronado shall have the first and primary right, but not the obligation, to, at its expense, initiate, prosecute, and control any action or legal proceedings, and/or enter into a settlement, including any declaratory judgment action, with respect thereto; provided, however, if in the reasonable opinion of counsel to Revogenex, Revogenex has available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by Coronado, as a result of which representation would be advisable, Revogenex shall have the right, subject to the terms of this Section 9.6(b), to participate in such Action at its own cost and expense. In any such litigation brought by Coronado, Coronado shall have the right to use and sue xx sxx in Revogenex’s name and join Revogenex as a party to such litigation, and Revogenex shall cooperate reasonably with respect thereto, as requested by Coronado. If, within one hundred eighty (180) calendar days of the notice in this Section 9.6(b)(i) (or, in the case of a Paragraph W Certification, thirty-five (35) calendar days from the date of Coronado’s receipt of the Paragraph W Certification or notice thereof from Revogenex), Coronado shall, (i) have been unsuccessful in persuading the actual, potential, or alleged infringer to desist, (ii) shall not have brought and shall not be diligently prosecuting an infringement or other action with respect to such actual, potential, or alleged infringement or Paragraph W Certification, or (iii) has not entered into settlement discussions with respect to such actual, potential, or alleged infringement or Paragraph W Certification, or if Coronado notifies Revogenex that it has decided not to undertake any of the foregoing against any such alleged, potential, or actual infringer or Third Party making such Paragraph W Certification, then Revogenex shall have the right, at its expense, to bring suit to enforce such Product Intellectual Property against such actual, alleged, or potential infringer, or take action with respect to such Paragraph W Certification, at its own expense, unless Coronado has provided Revogenex with a reasonable strategic rationale for not taking action to terminate such actual, potential, or alleged infringement or with respect to such Paragraph W Certification. Notwithstanding the foregoing, Revogenex shall not, and shall not permit any Affiliate thereof or Third Party to, proceed against an alleged infringer of the Product Intellectual Property in the Territory (1) unless (A) significant damages are reasonably expected to be recovered from the infringer in such proceeding or (B) Revogenex believes, in its reasonable discretion, that such infringement would materially and adversely affect its interest in the Product or the Product Intellectual Property and (2) without first consulting with Coronado regarding the strategy for such proceeding and considering in good faixx fxxxx Xxxxxxxx’x xxmments comments regarding such proceeding.