Common use of Enforcement of Licensed Patents Clause in Contracts

Enforcement of Licensed Patents. XXXX intends to protect the Licensed Patents against infringers or otherwise act to eliminate infringement, when, in XXXX‘s sole judgment, such action may be reasonably necessary, proper, and justified. In the event that Licensee believes there is infringement of any Licensed Patent under this Agreement which is to Licensee's substantial detriment, Licensee shall provide XXXX with notification and reasonable evidence of such infringement. XXXX shall have the sole and exclusive right to determine whether or not any action should be taken regarding any infringement of the Licensed Patents (at XXXX‘s cost and for XXXX‘s benefit), and such proceedings shall be under Portions of this exhibit were omitted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Such portions are marked by [****]. Exhibit 10.13 the exclusive control of XXXX. Upon request by XXXX, Licensee shall take action, join in an action, and otherwise provide XXXX with such assistance and information as may be useful to XXXX in connection with XXXX‘s taking such action (if the cause of action arose during the term of this Agreement and XXXX reimburses Licensee for Licensees reasonable out-of-pocket expenses). However, if any infringement of the Licensed Patents which is to the substantial detriment of Licensee has not been discontinued within six (6) months after written request by Licensee to XXXX and XXXX has not by the end of such period taken action intended to xxxxx or terminate the infringing action and Licensee's rights are still exclusive hereunder, Licensee shall have the right, with XXXX 's written consent, which shall not be unreasonably withheld, to file a lawsuit to seek to stop such activity at its own expense. During such litigation Licensee shall act in good faith to preserve XXXX 's right, title and interest in and to the Licensed Patent, shall keep XXXX advised as to the status of the litigation and shall not enter into a settlement of such litigation without first allowing XXXX the option of either approving the settlement or of continuing the litigation at XXXX‘s expense for XXXX‘s benefit (upon payment to Licensee of its out-of-pocket costs and expenses of the litigation). Nothing herein shall permit or allow Licensee to commence any action for infringement of the Licensed Patent for any activity allowed under a settlement arrangement entered into by XXXX in good faith with a third party infringer.

Enforcement of Licensed Patents. XXXX intends With respect to protect the Licensed Patents against infringers or otherwise act to eliminate infringement, when, in XXXX‘s sole judgment, such action may be reasonably necessary, proper, and justified. In the event that Licensee believes there is infringement of any Licensed Patent under this Agreement which is to Licensee's substantial detriment, Licensee shall provide XXXX with notification and reasonable evidence of such infringement. XXXX shall have the sole and exclusive right to determine whether or not any action should be taken regarding any infringement of Licensed Patents within the Licensed Patents (at XXXX‘s cost and for XXXX‘s benefit), and such proceedings shall be under Field or with respect to any Licensed Products within the Portions of this exhibit Exhibit were omitted and have been filed separately with the Secretary of the Securities and Exchange Commission pursuant to an the Company’s application for requesting confidential treatment filed with under Rule 406 of the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934Act. Such portions are marked by [****]. Exhibit 10.13 the exclusive control of XXXX. Upon request by XXXXLicensed Field, Licensee shall take action, join in an action, and otherwise provide XXXX with such assistance and information as may be useful to XXXX in connection with XXXX‘s taking such action (if the cause of action arose during the term of this Agreement and XXXX reimburses Licensee for Licensees reasonable out-of-pocket expenses). However, if any infringement of the Licensed Patents which is to the substantial detriment of Licensee has not been discontinued within six (6) months after written request by Licensee to XXXX and XXXX has not by the end of such period taken action intended to xxxxx or terminate the infringing action and Licensee's rights are still exclusive hereunder, Licensee Company shall have the primary right, with XXXX 's written consent, which shall but not be unreasonably withheldthe obligation, to file a lawsuit initiate, prosecute and control any action with respect to seek such infringement, by counsel of its own choice, to stop secure the cessation of the infringement or to enter suit against the infringer. Gilead shall have the right to participate in any such activity action and to be represented by counsel of its own choice and at its own expense. During If Company fails to exercise its right to bring an action or proceeding to so enforce a Licensed Patent within a period of [***] days after receipt of written notice of infringement of such litigation Licensee shall act in good faith to preserve XXXX 's right, title and interest in and to the Licensed Patent, then Gilead shall keep XXXX advised as have the right to the status of the litigation bring and shall not enter into a settlement of control any such litigation without first allowing XXXX the option of either approving the settlement or of continuing the litigation at XXXX‘s expense for XXXX‘s benefit (upon payment to Licensee action by counsel of its out-of-pocket own choice and at its own expense. Gilead shall have the right to extend the right to participate in and control, as applicable, any such action to its Affiliates and sublicensees, as Gilead in its sole discretion deems necessary to satisfy its obligations under the Preexisting Agreements. If a Party brings any such action or proceeding hereunder, the other Party agrees to be joined as a party plaintiff and to give the first Party reasonable assistance and authority to control, file and prosecute the suit as necessary, at the first Party’s sole expense. The costs and expenses of the litigation). Nothing herein Party bringing suit under this Section 4.2(b) (including the internal costs and expenses specifically attributable to such suit) shall permit be reimbursed first out of any damages or allow Licensee to commence any action for infringement other monetary awards recovered in favor of the Parties, and any remaining damages shall be paid to the Party that controlled such action. No settlement or consent judgment or other voluntary final disposition of a suit under this Section 4.2(b) relating to a Licensed Patent for any activity allowed under a settlement arrangement may be entered into by XXXX in good faith with a third party infringerwithout the consent of the Party not controlling such action, such consent not to be unreasonably withheld, delayed or conditioned.

Enforcement of Licensed Patents. XXXX intends to protect the Licensed Patents against infringers or otherwise act to eliminate infringement, when, in XXXX‘s sole judgment, such action may be reasonably necessary, proper, and justified. In the event that Licensee believes there is infringement of any Licensed Patent under this Agreement which is to Licensee's substantial detriment, Licensee shall provide XXXX with notification and reasonable evidence of such infringement. XXXX shall have the sole and exclusive right to determine whether or not any action should be taken regarding any infringement of the Licensed Patents (at XXXX‘s cost and for XXXX‘s benefit), and such proceedings shall be under Portions of this exhibit were omitted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Such portions are marked by [****]. Exhibit 10.13 the exclusive control of XXXX. Upon request by XXXX, Licensee shall take action, join in an action, and otherwise provide XXXX with such assistance and information as may be useful to XXXX in connection with XXXX‘s taking such action (if the cause of action arose during the term of this Agreement and XXXX reimburses Licensee for Licensees reasonable out-of-pocket expenses). However, if any infringement of the Licensed Patents which is to the substantial detriment of Licensee has not been discontinued within six (6) months after written request by Licensee to XXXX and XXXX has not by the end of such period taken action intended to xxxxx or terminate the infringing action and Licensee's rights are still exclusive hereunder, Licensee shall have the right, with XXXX 's written consent, which shall not be unreasonably withheld, to file a lawsuit to seek to stop such activity at its own expense. During such litigation Licensee shall act in good faith to preserve XXXX 's right, title and interest in and to the Licensed Patent, shall keep XXXX advised as to the status of the litigation and shall not enter into a settlement of such litigation without first allowing XXXX the option of either approving the settlement or of continuing the litigation at XXXX‘s expense for XXXX‘s benefit (upon payment to Licensee of its out-of-pocket costs and expenses of the litigation). Nothing herein shall permit or allow Licensee to commence any action for infringement of the Licensed Patent for any activity allowed under a settlement arrangement entered into by XXXX in good faith with a third party infringer.

Enforcement of Licensed Patents. Portions of this exhibit were omitted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Such portions are marked by [****]. XXXX intends to protect the Licensed Patents against infringers or otherwise act to eliminate infringement, when, in XXXX‘s sole judgment, such action may be reasonably necessary, proper, and justified. In the event that Licensee believes there is infringement of any Licensed Patent under this Agreement which is to Licensee's substantial detriment, Licensee shall provide XXXX with notification and reasonable evidence of such infringement. XXXX shall have the sole and exclusive right to determine whether or not any action should be taken regarding any infringement of the Licensed Patents (at XXXX‘s cost and for XXXX‘s benefit), and such proceedings shall be under Portions of this exhibit were omitted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Such portions are marked by [****]. Exhibit 10.13 the exclusive control of XXXX. Upon request by XXXX, Licensee shall take action, join in an action, and otherwise provide XXXX with such assistance and information as may be useful to XXXX in connection with XXXX‘s taking such action (if the cause of action arose during the term of this Agreement and XXXX reimburses Licensee for Licensees reasonable out-of-pocket expenses). However, if any infringement of the Licensed Patents which is to the substantial detriment of Licensee has not been discontinued within six (6) months after written request by Licensee to XXXX and XXXX has not by the end of such period taken action intended to xxxxx or terminate the infringing action and Licensee's rights are still exclusive hereunder, Licensee shall have the right, with XXXX 's written consent, which shall not be unreasonably withheld, to file a lawsuit to seek to stop such activity at its own expense. During such litigation Licensee shall act in good faith to preserve XXXX 's right, title and interest in and to the Licensed Patent, shall keep XXXX advised as to the status of the litigation and shall not enter into a settlement of such litigation without first allowing XXXX the option of either approving the settlement or of continuing the litigation at XXXX‘s expense for XXXX‘s benefit (upon payment to Licensee of its out-of-pocket costs and expenses of the litigation). Nothing herein shall permit or allow Licensee to commence any action for infringement of the Licensed Patent for any activity allowed under a settlement arrangement entered into by XXXX in good faith with a third party infringer.

Enforcement of Licensed Patents. XXXX intends With respect to protect the Licensed Patents against infringers or otherwise act to eliminate infringement, when, in XXXX‘s sole judgment, such action may be reasonably necessary, proper, and justified. In the event that Licensee believes there is infringement of any Licensed Patent under this Agreement which is to Licensee's substantial detriment, Licensee shall provide XXXX with notification and reasonable evidence of such infringement. XXXX shall have the sole and exclusive right to determine whether or not any action should be taken regarding any infringement of Licensed Patents within the Licensed Patents (at XXXX‘s cost and for XXXX‘s benefit), and such proceedings shall be under Field or with respect to any Licensed Products within the Portions of this exhibit Exhibit were omitted and have been filed separately separatelyly with the Secretary of the Securities and Exchange Commission pursuant to an the Company’s application for requesting confidential treatment filed with under Rule 406 of the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934Act. Such portions are marked by [****]. Exhibit 10.13 the exclusive control of XXXX. Upon request by XXXXLicensed Field, Licensee shall take action, join in an action, and otherwise provide XXXX with such assistance and information as may be useful to XXXX in connection with XXXX‘s taking such action (if the cause of action arose during the term of this Agreement and XXXX reimburses Licensee for Licensees reasonable out-of-pocket expenses). However, if any infringement of the Licensed Patents which is to the substantial detriment of Licensee has not been discontinued within six (6) months after written request by Licensee to XXXX and XXXX has not by the end of such period taken action intended to xxxxx or terminate the infringing action and Licensee's rights are still exclusive hereunder, Licensee Company shall have the primary right, with XXXX 's written consent, which shall but not be unreasonably withheldthe obligation, to file a lawsuit initiate, prosecute and control any action with respect to seek such infringement, by counsel of its own choice, to stop secure the cessation of the infringement or to enter suit against the infringer. Gilead shall have the right to participate in any such activity action and to be represented by counsel of its own choice and at its own expense. During If Company fails to exercise its right to bring an action or proceeding to so enforce a Licensed Patent within a period of [***] days after receipt of written notice of infringement of such litigation Licensee shall act in good faith to preserve XXXX 's right, title and interest in and to the Licensed Patent, then Gilead shall keep XXXX advised as have the right to the status of the litigation bring and shall not enter into a settlement of control any such litigation without first allowing XXXX the option of either approving the settlement or of continuing the litigation at XXXX‘s expense for XXXX‘s benefit (upon payment to Licensee action by counsel of its out-of-pocket own choice and at its own expense. Gilead shall have the right to extend the right to participate in and control, as applicable, any such action to its Affiliates and sublicensees, as Gilead in its sole discretion deems necessary to satisfy its obligations under the Preexisting Agreements. If a Party brings any such action or proceeding hereunder, the other Party agrees to be joined as a party plaintiff and to give the first Party reasonable assistance and authority to control, file and prosecute the suit as necessary, at the first Party’s sole expense. The costs and expenses of the litigation). Nothing herein Party bringing suit under this Section 4.2(b) (including the internal costs and expenses specifically attributable to such suit) shall permit be reimbursed first out of any damages or allow Licensee to commence any action for infringement other monetary awards recovered in favor of the Parties, and any remaining damages shall be paid to the Party that controlled such action. No settlement or consent judgment or other voluntary final disposition of a suit under this Section 4.2(b) relating to a Licensed Patent for any activity allowed under a settlement arrangement may be entered into by XXXX in good faith with a third party infringerwithout the consent of the Party not controlling such action, such consent not to be unreasonably withheld, delayed or conditioned.