Common use of Enforcement of Licensed Marks Clause in Contracts

Enforcement of Licensed Marks. (A) If either Party or its Affiliate becomes aware of actual or threatened infringement in the Licensed Territory of any Licensed ▇▇▇▇ or of a ▇▇▇▇ or name confusingly similar to any Licensed ▇▇▇▇, such Party shall promptly notify the other Party in writing. Mundipharma shall have the first right, but not the obligation, to bring infringement or unfair competition actions in the Licensed Territory involving a Licensed ▇▇▇▇. Allos shall, at the request and expense of Mundipharma, cooperate and provide reasonable assistance in any [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. action described in this Section 8.9(i)(A) and, if required by Law, join such action. Mundipharma shall bear the entire cost and expense associated with such action, and any recovery resulting from such proceeding shall belong entirely to Mundipharma. However, Mundipharma shall not settle or accept any settlement from any Third Party in connection with the adverse use of any Licensed ▇▇▇▇ without the prior written consent of Allos (such consent not to be unreasonably withheld, conditioned or delayed). (B) If Mundipharma fails to terminate such threatened or actual infringement or to bring and diligently prosecute an infringement or unfair competition action to terminate such threatened or actual infringement within ninety (90) days of notice pursuant to Section 8.9(i)(A), Allos may thereafter take such action as it deems appropriate, including bringing, at its own expense, an infringement action or filing any other appropriate action or claim related to infringement of the Licensed ▇▇▇▇ in the Licensed Territory against any Third Party. Mundipharma shall, at the request and expense of Allos, cooperate and provide reasonable assistance in any action described in this Section 8.9(i)(B) and, if required by Law, join such action. Allos shall bear the entire cost and expense associated with such action, and any recovery resulting from such proceeding shall belong entirely to Allos.

Enforcement of Licensed Marks. (A) If either Party or its Affiliate becomes aware of actual or threatened infringement in the Licensed Territory of any Licensed ▇▇▇▇ or of a ▇▇▇▇ or name confusingly similar to any Licensed ▇▇▇▇, such Party shall promptly notify the other Party in writing. Mundipharma shall have the first right, but not the obligation, to bring infringement or unfair competition actions in the Licensed Territory involving a Licensed ▇▇▇▇. Allos shall, at the request and expense of Mundipharma, cooperate and provide reasonable assistance in any [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. action described in this Section 8.9(i)(A) and, if required by Law, join such action. Mundipharma shall bear the entire cost and expense associated with such action, and any recovery resulting from such proceeding shall belong entirely to Mundipharma. However, Mundipharma shall not settle or accept any settlement from any Third Party in connection with the adverse use of any Licensed ▇▇▇▇ without the prior written consent of Allos (such consent not to be unreasonably withheld, conditioned or delayed). (B) If Mundipharma fails to terminate such threatened or actual infringement or to bring and diligently prosecute an infringement or unfair competition action to terminate such threatened or actual infringement within ninety (90) days of notice pursuant to Section 8.9(i)(A), Allos may thereafter take such action as it deems appropriate, including bringing, at its own expense, an infringement action or filing any other appropriate action or claim related to infringement of the Licensed ▇▇▇▇ in the Licensed Territory against any Third Party. Mundipharma shall, at the request and expense of Allos, cooperate and provide reasonable assistance in any action described in this Section 8.9(i)(B) and, if required by Law, join such action. Allos shall bear the entire cost and expense associated with such action, and any recovery resulting from such proceeding shall belong entirely to Allos.

Enforcement of Licensed Marks. (Aa) If either any Party or its Affiliate becomes aware of actual or threatened infringement in the Licensed Territory of any Licensed ▇▇▇▇ or of a ▇▇▇▇ or name confusingly similar to any Licensed ▇▇▇▇, such Party shall promptly so notify the other Party Parties in writing. Mundipharma Corixa shall have the first right, but not the obligation, to bring infringement or unfair competition actions in the Licensed Territory involving a Licensed ▇▇▇▇. Allos shall, at the request and expense of Mundipharma, cooperate and provide reasonable assistance in any [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 Corixa shall have sole control of the Securities Exchange Act conduct of 1934, as amendedany such actions which it brings. action described in this Section 8.9(i)(A) and, if required by Law, join such action. Mundipharma Corixa shall bear the entire cost and expense associated with such action, and any recovery or compensation resulting from such proceeding proceeding, including without limitation non-monetary rights, shall belong entirely to MundipharmaCorixa. (b) If Corixa fails to take action against such threatened or actual infringement with respect to any Licensed ▇▇▇▇ other than "POWERED BY CORIXA", within a reasonable period and in any case not less than thirty (30) days, the Parties shall meet to discuss whether Corixa intends to proceed and whether steps should be taken to preserve rights, such as filing notices or seeking extensions of time for responses. HoweverIf Corixa declines to proceed, Mundipharma or if GSK Canada reasonably and in good faith believes that Corixa will not proceed within time limits effective for preserving the full value of such Licensed ▇▇▇▇, GSK Canada may serve written notice to Corixa that GSK Canada intends to proceed. At any time after the service of such notice, GSK Canada may thereafter take such action as it deems necessary to enforce its exclusive rights in and to such Licensed ▇▇▇▇ in the Territory, including without limitation the right, but not the obligation, to bring, at its own expense, an infringement action or file any other appropriate action or claim related to infringement of such Licensed ▇▇▇▇ against any Third Party. Corixa shall, at the request and expense of GSK Canada, cooperate and provide reasonable assistance in any action described in this Section 8.6(b) and, if required by law, join such action. In such events, the expenses for enforcement will be borne by GSK Canada, and GSK Canada shall be entitled to keep [*] of damages recovered by court order or by settlement (after the deduction of GSK Canada's enforcement expenses net of any recovery of such expenses from the Third Party), and shall pay the remaining [*] to Corixa. GSK Canada shall not settle or accept any settlement from any Third Party in connection with the adverse use of any Licensed ▇▇▇▇ without the prior written consent of Allos Corixa (such consent not to be unreasonably withheld, conditioned or delayed). (B) If Mundipharma fails to terminate such threatened or actual infringement or to bring and diligently prosecute an infringement or unfair competition action to terminate such threatened or actual infringement within ninety (90) days of notice pursuant to Section 8.9(i)(A), Allos may thereafter take such action as it deems appropriate, including bringing, at its own expense, an infringement action or filing any other appropriate action or claim related to infringement of the Licensed ▇▇▇▇ in the Licensed Territory against any Third Party. Mundipharma shall, at the request and expense of Allos, cooperate and provide reasonable assistance in any action described in this Section 8.9(i)(B) and, if required by Law, join such action. Allos shall bear the entire cost and expense associated with such action, and any recovery resulting from such proceeding shall belong entirely to Allos.