Enforcement of Patent Rights. 8.1. The Licensors and Licensee will promptly inform the other in writing of any actual, alleged, or suspected infringement of a Licensed Patent or violation of any Patent Right by a third party, of which it is aware, and provide available evidence of infringement.
8.2. With respect to any Patent Rights licensed exclusively by Licensors to Licensee under this Agreement, Licensee shall have, for an initial period of ninety (90) days following notice under the provisions of Section 8.1, the first right, but not the obligation, to institute and control the prosecution of a suit or to take any other action for infringement of the Patent Rights. Licensee will notify Foundation of its intent to institute such action, in writing. Each Licensor having an ownership interest in the Patent Rights at issue will have thirty (30) days from receipt of such notice to notify Licensee that it will join Licensee in such action under the provisions of Section 8.4.
8.3. Subsequent to Licensee's initial ninety day period, the Licensor or Licensors having an ownership interest in the Patent Rights at issue shall have the right, but not the obligation, to institute and control the prosecution of a suit or to take any other action for infringement of any of the Patent Rights, provided that withholding of consent shall not be reasonable unless the benefit of foregoing a suit or any action for infringement of the Patent Rights has a benefit of like magnitude for both Licensee and such Licensor or Licensors. If such Licensor or Licensors decide to initiate a lawsuit to enforce Patent Rights pursuant to this Section 8.3, Foundation will notify Licensee in writing. Licensee will have thirty (30) days from receipt of such notice to notify Foundation that Licensee will join such Licensor or Licensors in such lawsuit under the provisions of Section 8.4.
8.4. The Licensee and such Licensor or Licensors may agree to enforce patent rights jointly, including by filing a lawsuit jointly or by one Party joining a lawsuit initiated by another Party. If a lawsuit is brought jointly in the names of such Licensor or Licensors and Licensee, then the out-of-pocket costs shall be borne equally between such Licensor or Licensors and Licensee, and any recovery or settlement shall be shared equally. Such Licensor or Licensors and Licensee shall agree to the manner in which they shall exercise control over such lawsuit. Each Party may, at its own option and expense, be represented by separate counsel of i...
Enforcement of Patent Rights. Licensee, at its sole expense, shall have the right to determine the appropriate course of action to enforce all intellectual property rights within the Licensed Technology (including without limitation, any Patent, patent right, trade secret right, or other right) or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce all intellectual property rights within the Licensed Technology, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the intellectual property rights within the Licensed Technology, and shall consider, in good faith, the interests of Licensor in so doing. If Licensee does not, within one hundred twenty (120) days of receipt of notice from Licensor, xxxxx the infringement or file suit to enforce the intellectual property rights within the Licensed Technology against at least one infringing party in the Territory, Licensor shall have the right to *** Confidential material redacted and separately filed with the Commission. take whatever action it deems appropriate to enforce such intellectual property rights within the Licensed Technology; PROVIDED, HOWEVER, that, within thirty (30) days after receipt of notice of Licensor's intent to file such suit, Licensee shall have the right to jointly prosecute such suit and to fund up to one-half (1/2) the costs of such suit. The party controlling any such enforcement action shall not settle the action or otherwise consent to an adverse judgment in such action that diminishes the rights or interests of the non-controlling party without the prior written consent of the other party. All monies recovered upon the final judgment or settlement of any such suit to enforce the intellectual property rights within the Licensed Technology shall be shared, after reimbursement of expenses, by Licensor and Licensee PRO RATA according to the respective percentages of costs borne by each in such suit. Notwithstanding the foregoing, Licensor and Licensee shall fully cooperate with each other in the planning and execution of any action to enforce the intellectual property rights within the Licensed Technology.
Enforcement of Patent Rights. Oxis, at its sole expense, shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Patent Rights, to defend any declaratory judgments seeking to invalidate or hold the Licensed Patent Rights unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation, declaratory judgments or other enforcement action with respect to Licensed Patent Rights, in each case in Oxis' own name and, if necessary for standing purposes, in the name of Licensor and shall consider, in good faith, the interests of Licensor in so doing. If Oxis does not, within one hundred twenty (120) days of receipt of notice from Licensor, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party in the Territory, Licensor shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, however, that, within thirty (30) days after receipt of notice of Licensor's intent to file such suit, Oxis shall have the right to jointly prosecute such suit and to fund up to one-half (½) the costs of such suit. The party controlling any such enforcement action shall not settle the action or otherwise consent to an adverse judgment in such action that diminishes the rights or interests of the non-controlling party without the prior written consent of the other party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall be shared, after reimbursement of expenses, in relation to the damages suffered by each party. If Oxis does not receive sufficient monies from a final judgment or settlement to cover its expenses for such suit, Oxis shall have the right to credit up to fifty percent (50%) of such expenses against any royalties or other fees owing by Oxis pursuant to Section 4 above.
Enforcement of Patent Rights. 2.10.1 If either party hereto learns at any time of any infringement or threatened infringement by any other person of any enforceable Patent Rights owned by or licensed to the other party after the Effective Date, that party shall give notice of that infringement or threatened infringement to the other party. The parties shall then consult together as to the best course of action to pursue in response to such potential infringement, but neither party shall be obligated to institute legal action at its own expense. A good faith failure by one party to provide such notice to the other party shall not be deemed a breach of this Agreement and shall not give rise to a right of action by other party.
2.10.2 In the event that the parties do not reach an agreement as contemplated by Section 2.10.1 hereof as to the best course of action to pursue with respect to a potential infringement (i) Licensor shall have the right, but not the obligation, to institute legal action, through counsel of its own choosing and at its sole expense, to restrain any infringement or threatened infringement, or to recover damages therefor, of its enforceable Patent Rights, and (ii) Licensee shall have the right, but not the obligation, to institute legal action, through counsel of its own choosing and at its sole expense, to restrain any infringement or threatened infringement, or to recover damages therefor, of its enforceable Patent Rights in the Licensed Field. The party that bears the expenses of pursuing legal action against a third party infringer shall be entitled to any damages, lost profits or other monies recovered by judgment, decree, settlement, arbitration or otherwise, resulting from such legal action.
2.10.3 In the event that one party elects to institute legal action against a third party infringer, the other party shall fully cooperate in the prosecution of such action including joining as a party in suit when necessary to acquire standing to institute legal action pursuant to this Section 2.10; provided, however, that such other party shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing such cooperation including its reasonable legal fees and expenses. The electing party shall reimburse the other party for all such expenses within thirty (30) days after its receipt of an invoice from the other party that describes such expenses in reasonable detail, with supporting documentation as appropriate.
Enforcement of Patent Rights. Each party promptly shall notify the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. Allos, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the Licensed Patent Rights, and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights, including bringing and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiff. The party controlling any such enforcement action shall not settle the action or otherwise consent to a judgment in such action that results in any grant to the third party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheld. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall, after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperation.
Enforcement of Patent Rights. (a) In the event that either Party becomes aware of any product containing the APIs that is made, used, or sold in the Territory which it believes to (i) infringe an Ignyta Patent, a Nerviano Patent or a Joint Patent, or (ii) constitute a misappropriation of know-how covering the use of any of the APIs or any Product in the Field, such Party (the “Notifying Party”) will promptly advise the other Party of all the relevant facts and circumstances known by the Notifying Party in connection with the infringement or misappropriation.
(b) Ignyta may enforce, and Nerviano does hereby grant to Ignyta the right to enforce as applicable, such Ignyta Patents, Nerviano Patents or Joint Patents against such infringement or misappropriation in the Territory at Ignyta’s sole expense and in Ignyta’s sole discretion. Nerviano and its Affiliates will fully cooperate with Ignyta with respect to the investigation and prosecution of such alleged infringement or misappropriation by Ignyta including the joining of Nerviano and its Affiliates as a Party to such action, as may be required by the law of the particular forum where enforcement is being sought.
(c) Nerviano shall, at its sole expense and in its sole discretion, enforce such Nerviano Patents and Joint Patents against such infringement or misappropriation in the Territory if: (i) within 120 days (or such shorter time as would allow Nerviano to reasonably bring suit before any legal or regulatory deadline therefore) after receiving notice from Nerviano of the infringement or misappropriation, Ignyta elects, in its sole discretion, not to take action to investigate such alleged infringement or misappropriation and, if such infringement or misappropriation is subsequently reasonably demonstrated, to timely institute an action to xxxxx such alleged infringement or misappropriation and to prosecute such action diligently, or (ii) Ignyta notifies Nerviano that Ignyta does not plan to terminate the infringement or misappropriation or institute such action. Ignyta and its Affiliates will fully cooperate with Nerviano with respect to the investigation and prosecution of such alleged infringement or misappropriation including the joining of Ignyta and its Affiliates as a Party to such action, as may be required by the law of the particular forum where enforcement is being sought.
(d) The Party prosecuting such infringement or misappropriation action will control the litigation and will bear all legal expenses (including court cos...
Enforcement of Patent Rights. 5.5.1 If any Patent Right within the Joint Patents, or any Patent Right within either Party's solely owned Patent Rights claiming, covering or directed to a Development Candidate or New Product that is subject to Section 5.3, is [***] infringed by a Third Party through the manufacture, use, sale, offer for sale or importation of any product (an "INFRINGEMENT"), the Party first having knowledge of such infringement shall promptly notify the other Party in writing. Such notice shall set forth the facts of the Infringement in reasonable detail.
5.5.2 Hyseq shall have the first right, but not an obligation, to institute, prosecute and control, using counsel of Hyseq's choice, any action or proceeding with respect to an Infringement of a patent within the Joint Patents, or its solely owned Patent Rights claiming, covering or directed to a Development Candidate or New Product, in the Hyseq Territory and such Other Territory as directed by the JRDC. If Hyseq initiates any such action or proceeding, Kirin agrees [***]. In the event that Hyseq fails to institute an action or proceeding with respect to such Infringement within a period of [***] after notice of such Infringement, and fails thereafter to prosecute such action or proceeding, Kirin shall have the right, but not the obligation, to institute and/or prosecute and control an action or proceeding in its name with respect to such an Infringement by counsel of Kirin's choice. In the event that Kirin institutes any such action or proceeding, Hyseq agrees [***].
5.5.3 Kirin shall have the first right, but not an obligation, to institute, prosecute and control, using counsel of Kirin's choice, any action or proceeding with respect to an Infringement, of a patent within the Joint Patents, or its solely owned Patent Rights claiming, covering or directed to a Development Candidate or New Product, in the Kirin Territory and such Other Territory as directed by the JRDC. If Kirin initiates any such action or proceeding, Hyseq agrees [***]. In the event that Kirin fails to institute and an action or proceeding with respect to such Infringement within a period of [***] after notice of such Infringement, and fails thereafter to prosecute such action or proceeding, Hyseq shall have the right, but not the obligation, to institute and/or prosecute and control an action or proceeding in its name with respect to such an Infringement by counsel of Hyseq's choice. In the event that Hyseq institutes any such action or proceeding,...
Enforcement of Patent Rights. CareFusion shall Control any and all Enforcement Actions, including the decision whether to undertake such Enforcement Action.
Enforcement of Patent Rights. Each Party shall have the sole right, but not the obligation, to institute, prosecute or control any action or proceeding with respect to infringement by a Third Party of one or more issued Patents owned by such Party.
Enforcement of Patent Rights. GelTex and Sankyo shall promptly notify the other in writing of any alleged or threatened infringement of GelTex Patent Rights or Sankyo Patent Rights of which it becomes aware.
