Enforcement of License Agreement. (a) Promptly upon Seller becoming aware of a breach of or default under, or an alleged breach of or default under, the License Agreement by Licensee that, individually or in the aggregate with other alleged or actual breaches or defaults by Licensee, could reasonably be expected to result in a Material Adverse Change, Seller shall (i) promptly (but in any event within five (5) Business Days) provide written notice to Purchaser describing in reasonable detail the relevant breach or default, and (ii) proceed in consultation with Purchaser. Seller may, and if requested in writing by Xxxxxxxxx, shall, take commercially reasonable actions (including selecting legal counsel reasonably satisfactory to Purchaser and commencing legal action against Licensee) to enforce compliance by Licensee with the relevant provisions of the License Agreement.
(b) Purchaser shall, promptly (and in any event within ten (10) Business Days) following receipt of a written request from Seller (which request shall include reasonable details of costs and expenses for which Xxxxxx is seeking reimbursement), reimburse Seller for all documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) reasonably incurred by Seller as a result of Seller taking any action at the request of Purchaser pursuant to Section 5.5. To the extent not previously reimbursed by Xxxxxxxxx, the amount of all documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) reasonably incurred by Seller in connection with such enforcement shall be deducted from Proceeds of the enforcement of Licensee’s obligations under the License Agreement pursuant to this Section 5.5 and retained by Seller. Thereafter such Proceeds shall be used to reimburse Purchaser for all amounts reimbursed to Seller by Purchaser pursuant to this Section 5.5(b), and the balance of such Proceeds shall be allocated between the Parties in a manner that reflects their respective entitlements to the Accounts during the relevant period of time to which the enforcement action relates, as determined by the Parties, acting in good faith. For purposes of this Section 5.5(b), “documented” costs and expenses refer to individually identifiable costs and expenses that are evidenced by a written invoice or other supporting documentation that provides a reasonably detailed description of the matters giving rise to such costs and expenses.
Enforcement of License Agreement. In the case of any breach by Licensee referred to in Section 5.8(a), the Seller shall consult with the Buyer regarding the timing, manner and conduct of any enforcement of Licensee’s obligations under the License Agreement. The Seller may and, if requested in writing by the Buyer, [ * ].
Enforcement of License Agreement. In the case of any breach by the applicable counterparty referred to in Section 6.10(a), the Seller shall consult with the Buyer regarding the timing, manner and conduct of any enforcement of the applicable counterparty’s obligations under the License Agreement. Following such consultation, the Seller shall not, without the prior written consent of the Buyer, and if reasonably requested by the Buyer, the Seller shall exercise such rights and remedies relating to any such breach as shall be available to the Seller whether under the License Agreement or by operation of law and employ such counsel reasonably acceptable to the Seller as the Buyer shall recommend for such purpose.
Enforcement of License Agreement. The Seller shall consult with the Buyer regarding the timing, manner and conduct of any enforcement of Licensee’s obligations under the License Agreement or regarding any breach, default or other dispute under the License Agreement or otherwise relating to the Royalty or any purported Royalty Reduction. Following such consultation, the Seller shall, as reasonably instructed by the Buyer, exercise such rights and remedies, whether under the License Agreement or otherwise, relating to any such breach, default or other dispute that would reasonably be expected (individually or in the aggregate) to have a Material Adverse Effect, or that is otherwise related to the Royalty or any Royalty Reduction. The Seller shall employ such counsel, reasonably acceptable to the Seller, as the Buyer may select, and shall provide the Buyer with access to such counsel, in connection with any such dispute regarding any such alleged breach, default or other dispute under the License Agreement. [***] The Seller agrees to keep the Buyer reasonably informed of any actual or alleged breach, default or other dispute related to the License Agreement or the Royalty or any Royalty Reduction and to provide copies as soon as practicable, but in any event within [***] ([***]) Business Days following the Seller’s receipt or delivery of (i) any written notice of any breach or alleged breach of the License Agreement or dispute in connection with the Royalty or any Royalty Reduction and (ii) any and all filings, notices and written communications relating thereto.
Enforcement of License Agreement. In the case of any breach by Licensee or the Foundation referred to in Section 5.6(d)(i), the Seller shall consult with the Buyer regarding the timing, manner and conduct of any enforcement of Licensee’s obligations under the License Agreement or the Foundation’s obligations under the Sponsored Research Agreement. Following such consultation, the Seller shall, (i) as reasonably instructed by the Buyer, exercise such rights and remedies relating to any such breach as shall be available to the Seller, whether under the License Agreement, the Sponsored Research Agreement or by operation of law and, (ii) if such breach is related to the Royalty or would reasonably be expected (with or without the giving of notice or passage of time, or both) to result in a Product MAE, employ such counsel reasonably acceptable to the Seller as the Buyer shall select for such purpose.
Enforcement of License Agreement. The Seller shall consult with the Buyer regarding the timing, manner and conduct of any enforcement of Licensee’s obligations under the License Agreement, relating to (i) any actual, anticipated or alleged breach or default under the License Agreement related to the Royalty (including any purported Royalty Reduction), Olpasiran, the Collaboration Target or the Arrowhead Licensed Technology or any matter that would reasonably be expected (with or without the giving of notice or passage of time, or both) to have a Material Adverse Effect, or (ii) any other actual, anticipated or alleged breach or default under the License Agreement. The Seller shall keep the Buyer reasonably informed of any such breach or default and provide copies as soon as practicable, but in any event within five (5) Business Days following the Seller’s receipt or delivery of (A) any written notice of such breach or default, and (B) any and all filings, notices and written communications relating thereto. Following such consultation, the Seller shall exercise such rights and remedies relating to any such breach or default, in the case of clause (i), as reasonably instructed by the Buyer, and in the case of clause (ii) only as Mutually Agreed, in each case whether under the License Agreement or by operation of law. In connection with any dispute related to any such breach or default, Seller shall employ such counsel as Mutually Agreed and reasonably acceptable to the other party and shall provide the Buyer with access to such counsel.
Enforcement of License Agreement. (a) Notice of Breaches by Licensee. Promptly (and in any event within five (5) Business Days) after the Seller becomes aware of, or comes to believe in good faith that there has been, a breach of the License Agreement by Licensee that could reasonably be expected to result in a Material Adverse Effect, the Seller shall provide notice of such breach to the Buyer. In addition, the Seller shall provide to the Buyer a copy of any written notice of breach or alleged breach of the License Agreement delivered by the Seller to Licensee as soon as practicable and in any event not less than five (5) Business Days following such delivery.
Enforcement of License Agreement. Seller and Purchaser (and, if applicable, any other Royalty Parties) shall consult with each other (and, if applicable, any other Royalty Parties) regarding any breach referred to in Section 6.6(a) and as to the timing, manner and conduct of any enforcement of the Licensee’s obligations under the License Agreement relating thereto.
Enforcement of License Agreement. (a) . Promptly (and in any event within five Business Days) following a Responsible Employee of Seller becoming aware of (i) a breach of the License Agreement by the Licensee or (ii) the existence of facts, circumstances or events that could reasonably be expected (with or without the giving of notice or passage of time, or both) to give rise to a breach of the License Agreement by the Licensee that, in each case of clauses (i) and (ii),
Enforcement of License Agreement. In the case of any material breach by Licensee referred to in Section 6.9(a), the Seller shall consult with the Buyer regarding the timing, manner and conduct of any enforcement of Licensee’s obligations under the License Agreement. Following such consultation, the Seller shall, (i) as Mutually Agreed, exercise such rights and remedies relating to any such breach as shall be available to Seller, whether under the License Agreement or by operation of law and, (ii) if such breach is solely related to the Royalty or could reasonably be expected (with or without the giving of notice or passage of time, or both) to have a Material Adverse Effect, employ such counsel reasonably acceptable to the Seller as the Buyer shall recommend for such purpose.
