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 Xxxx or of a xxxx or name confusingly similar to any Licensed Xxxx, 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 Xxxx. 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 Xxxx 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 Xxxx 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 Xxxx or of a xxxx or name confusingly similar to any Licensed Xxxx, such Each Party shall promptly notify the other Party of any known, actual, suspected, or threatened infringement or other violation of the Licensed Marks that could reasonably be expected to be material; provided, however, that, with respect to SpinCo, this obligation shall be limited to any such known, actual, suspected or threatened infringement or other violation of the Licensed Marks in writingthe RemainCo Field. Mundipharma SpinCo shall have the first initial right, but not the obligation, to bring infringement enforce or unfair competition actions in threaten to enforce the Licensed Territory involving a Licensed Xxxx. Allos shallMarks against any party, at the request and expense of Mundipharma, cooperate and provide reasonable assistance in to assert or threaten to assert 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, Licensed Marks 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 a counterclaim against any Third Party in connection with the adverse use of any Licensed Xxxx without the prior written consent of Allos (Action brought or threatened by such consent not to be unreasonably withheldThird Party, 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 bringingin each case, at its own SpinCo’s cost and expense, an infringement action or filing any other appropriate action or claim related to infringement of the Licensed Xxxx in the Licensed Territory against any Third Party. Mundipharma and RemainCo shall, at SpinCo’s cost and expense, provide all reasonable cooperation and assistance requested by SpinCo in connection therewith. SpinCo shall retain all recoveries in an enforcement proceeding it initiates. If SpinCo intends not to enforce any Licensed Xxxx, SpinCo shall give RemainCo reasonable advance notice thereof, and RemainCo shall have the request right (but not the obligation), in its own name and expense of Allosat its sole cost and expense, cooperate and subject to good faith consultation with SpinCo, to enforce such Licensed Marks, and SpinCo shall, at RemainCo’s cost and expense, provide all reasonable cooperation and assistance requested by RemainCo in connection therewith. RemainCo shall retain all recoveries in an enforcement proceeding it initiates. Notwithstanding the foregoing, SpinCo shall not be required to enforce or threaten to enforce, and RemainCo shall have no right to enforce, any Licensed Marks if SpinCo reasonably determines such enforcement could reasonably be expected to result, directly or indirectly, in (i) the invalidity, unenforceability or voiding of, or other material impairment to SpinCo’s rights in any action described in this Section 8.9(i)(Bsuch Licensed Xxxx or any other Trademarks owned or controlled by SpinCo (including any injury to the goodwill associated therewith) and, if required or (ii) the loss or other material impairment of SpinCo’s ability to apply for or obtain any registration for any such Licensed Marks or any other Trademarks owned or controlled 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 AllosSpinCo.

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 Xxxx or of a xxxx or name confusingly similar to any Licensed Xxxx, 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 Xxxx. 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 Xxxx 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 Xxxx, 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 Xxxx 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 Xxxx 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 Xxxx 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 Xxxx 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 Xxxx or of a xxxx or name confusingly similar to any Licensed Xxxx, such Each Party shall promptly notify the other Party of any known, actual, suspected, or threatened infringement or other violation of the Licensed Marks that could reasonably be expected to be material; provided, however, that, with respect to SpinCo, this obligation shall be limited to any such known, actual, suspected or threatened infringement or other violation of the Licensed Marks in writingthe RemainCo Field. Mundipharma SpinCo shall have the first initial right, but not the obligation, to bring infringement enforce or unfair competition actions in threaten to enforce the Licensed Territory involving a Licensed Xxxx. Allos shallMarks against any party, at the request and expense of Mundipharma, cooperate and provide reasonable assistance in to assert or threaten to assert 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, Licensed Marks 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 a counterclaim against any Third Party in connection with the adverse use of any Licensed Xxxx without the prior written consent of Allos (Action brought or threatened by such consent not to be unreasonably withheldThird Party, 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 bringingin each case, at its own SpinCo’s cost and expense, an infringement action or filing any other appropriate action or claim related to infringement of the Licensed Xxxx in the Licensed Territory against any Third Party. Mundipharma and RemainCo shall, at SpinCo’s cost and expense, provide all reasonable cooperation and assistance requested by SpinCo in connection therewith. SpinCo shall retain all recoveries in an enforcement proceeding it initiates. If SpinCo intends not to enforce any Licensed Xxxx, SpinCo shall give RemainCo reasonable advance notice thereof, and RemainCo shall have the request right, in its own name and expense of Allosat its sole cost and expense, cooperate and subject to good faith consultation with SpinCo, to enforce such Licensed Marks, and SpinCo shall, at RemainCo’s cost and expense, provide all reasonable cooperation and assistance requested by RemainCo in connection therewith. RemainCo shall retain all recoveries in an enforcement proceeding it initiates. Notwithstanding the foregoing, SpinCo shall not be required to enforce or threaten to enforce, and RemainCo shall have no right to enforce, any Licensed Marks if SpinCo reasonably determines such enforcement could reasonably be expected to result, directly or indirectly, in (i) the invalidity, unenforceability or voiding of, or other material impairment to SpinCo’s rights in any action described in this Section 8.9(i)(Bsuch Licensed Xxxx or any other Trademarks owned or controlled by SpinCo (including any injury to the goodwill associated therewith) and, if required or (ii) the loss or other material impairment of SpinCo’s ability to apply for or obtain any registration for any such Licensed Marks or any other Trademarks owned or controlled 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 AllosSpinCo.

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 Xxxx or of a xxxx or name confusingly similar to any Licensed Xxxx, 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 Xxxx. 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 Xxxx 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 Xxxx 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.