Common use of Enforcement of Patents and Trademarks Clause in Contracts

Enforcement of Patents and Trademarks. (a) If either party considers that any Licensor Patents, Myriad Patent, or Joint Patent is being infringed by a Third Party's activities, it shall notify the other party and provide it with any evidence of such infringement that is reasonably available. Upon written notice to Licensor, Myriad shall have the first right, but not the obligation, at its own expense to attempt to remove such infringement by commercially appropriate steps, including filing an infringement suit or taking other similar action. If required by law in order for Myriad to prosecute such suit, Licensor shall join such suit as a party, at Myriad's expense. Licensor agrees to use reasonable efforts to obtain any consents required by Third Parties owning Licensor Patents licensed to Licensor in order for Myriad to conduct suits thereunder. In the event Myriad fails to take commercially appropriate steps with respect to an infringement that is likely to have a material adverse effect on the sale of the Licensed Product within three (3) months following notice of such infringement, Licensor shall have the right to do so at Licensor's expense; provided, however, that if -------- ------- Myriad has commenced negotiations with an alleged infringer for discontinuance of such infringement within such three-month period, Myriad shall have an additional six (6) months to conclude its negotiations before Licensor may bring suit for such infringement and provided further that Myriad shall not be -------- ------- required to enforce any infringed Licensor Patents or Joint Patent against more than one entity or in more than one country at any one time. The party not enforcing the applicable Licensor Patents or Joint Patent shall provide reasonable assistance to the other party, including providing access to relevant documents and other evidence and making its employees available at reasonable business hours, subject to the enforcing party's reimbursement of any reasonable out-of-pocket expenses incurred by the non-enforcing party. To ensure that no rights of Licensor are compromised in any such action, Myriad shall not settle any such claim, or enter into any settlement agreement that admits that any Third Party product does not infringe the Licensed Patents or that any Licensed Patent is invalid or unenforceable without Licensor's consent, which consent shall not be unreasonably withheld. (b) Any amounts recovered by either party pursuant to Section 5.3(a), whether by settlement or judgment, shall be used to reimburse the parties for their reasonable out-of-pocket expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses), with any remainder being retained by or paid to Myriad; provided, -------- however, that Myriad shall pay to Licensor an amount of monies or cash ------- equivalents received from any alleged infringer equivalent to royalties which Licensor would have received if such alleged infringer had been a Sublicensee. (c) Except as otherwise provided by the provisions of Section 5.3(a), each party shall retain the sole and exclusive right to enforce its rights under any Patents and its rights to any Trademarks against all infringers at its sole cost and expense.

Enforcement of Patents and Trademarks. (a) If either party considers that any Licensor Patents, Myriad Patent, or Joint Patent is Rights in the Field and in the Territory are being infringed by a Third Party's third party’s activities, it shall notify the other party and provide it with any evidence of such infringement that is reasonably available. Upon written notice to LicensorGlycomed, Myriad ParinGenix shall have the first right, but not the obligation, at its own expense to attempt to remove such infringement by commercially appropriate steps, including filing an infringement suit or taking other similar action. If required by law in order for Myriad ParinGenix to prosecute such suit, Licensor Glycomed shall join such suit as a party, at Myriad's ParinGenix’ expense. Licensor agrees to use reasonable efforts to obtain any consents required ; and, in such instance, Glycomed shall be represented by Third Parties owning Licensor Patents licensed to Licensor in order for Myriad to conduct suits thereundercounsel chosen by ParinGenix. In the event Myriad ParinGenix fails to take commercially appropriate steps with respect to an infringement that is likely to have a material adverse effect on the sale of the a Licensed Product in the Territory within three (3) months following notice of such infringement, Licensor Glycomed shall have the right to do so at Licensor's Glycomed’s expense; provided, however, that if -------- ------- Myriad ParinGenix has commenced negotiations with an alleged infringer for discontinuance of such infringement within such three-month period, Myriad ParinGenix shall have an additional six (6) months to conclude its negotiations before Licensor Glycomed may bring suit for such infringement and provided further that Myriad shall not be -------- ------- required to enforce any infringed Licensor Patents or Joint Patent against more than one entity or in more than one country at any one timesuch. The party not enforcing the applicable Licensor Patents or Joint Patent Rights shall provide reasonable assistance to the other party, including providing access to relevant documents and other evidence and making its employees available at reasonable business hours, subject to the enforcing party's ’s reimbursement of any reasonable out-of-pocket expenses incurred by the non-enforcing party. To ensure that no rights of Licensor Glycomed are compromised in any such action, Myriad ParinGenix shall not settle any such claim, or enter into any settlement agreement that admits that any Third Party third party product does not infringe the Licensed Patents Patent Rights or that any Licensed Patent is Rights are invalid or unenforceable without Licensor's Glycomed’s prior written consent, which consent shall not be unreasonably withheld, delayed, denied or conditioned. (b) Any amounts recovered by either party pursuant to Section 5.3(a12.2(a), whether by settlement or judgment, shall be used to reimburse the parties for their reasonable out-of-pocket expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses), with any remainder being retained by or paid to MyriadParinGenix; provided, -------- however, that Myriad ParinGenix shall pay to Licensor Glycomed an amount of monies or cash ------- equivalents received from any alleged infringer (net of any amounts applied towards expense and cost reimbursement as set forth above) equivalent to royalties which Licensor Glycomed would have received if such alleged infringer had been a Sublicenseeon Net Sales. (c) Except as otherwise provided by the provisions of Section 5.3(a), each party shall retain the sole and exclusive right to enforce its rights under any Patents and its rights to any Trademarks against all infringers at its sole cost and expense.

Enforcement of Patents and Trademarks. (a) If either party considers that Procter & Xxxxxx becomes aware of infringement or threatened infringement of any Licensor Patents, Myriad Patent, Licensed Patent or Joint Patent is being infringed Athena Interlabial Product Trademark by a Third Party's activities, it Procter & Xxxxxx shall notify have the other party and provide it with any evidence right during the Term of this Agreement to give Athena written notice of such infringement that is reasonably availableor threatened infringement. Upon written notice Athena shall advise Procter & Xxxxxx of its conclusion as to Licensor, Myriad shall have the first right, but whether or not the obligation, at its own expense to attempt to remove such Third Party activity constitutes infringement by commercially appropriate steps, including filing an infringement suit or taking other similar action. If required by law in order for Myriad to prosecute such suit, Licensor shall join such suit as a party, at Myriad's expense. Licensor agrees to use reasonable efforts to obtain any consents required by Third Parties owning Licensor Patents licensed to Licensor in order for Myriad to conduct suits thereunder. In the event Myriad fails to take commercially appropriate steps with respect to an infringement that is likely to have a material adverse effect on the sale within [*] days of the Licensed Product within three (3) months following notice receipt of such infringementnotice from Procter & Xxxxxx. (a) [*] and (iii) the annualized sales of products the making or selling of which constitute the infringement are equal to at least ten percent of the combined annual net sales of Athena's Interlabial Products and Procter & Gamble's Interlabial Products in the country where the infringement is occurring, Licensor then Procter & Xxxxxx shall have the right to do so at Licensor's expense; provided, however, that if -------- ------- Myriad has commenced negotiations with an alleged infringer for discontinuance make written demand upon Athena to cause the cessation of such infringement within such three-month period, Myriad shall have an additional six (6) months to conclude its negotiations before Licensor may bring suit for such infringement and provided further that Myriad shall not be -------- ------- required to enforce any infringed Licensor Patents or Joint Patent against more than one entity or in more than one country at any one time. The party not enforcing the applicable Licensor Patents or Joint Patent shall provide reasonable assistance to the other party, including providing access to relevant documents and other evidence and making its employees available at reasonable business hours, subject to the enforcing party's reimbursement of any reasonable out-of-pocket expenses incurred by the non-enforcing party. To ensure that no rights of Licensor are compromised in any such action, Myriad shall not settle any such claim, or enter into any settlement agreement that admits that any Third Party product does not infringe the Licensed Patents or that any Licensed Patent is invalid or unenforceable without Licensor's consent, which consent shall not be unreasonably withheldinfringement. (b) Any amounts recovered by either party pursuant Athena agrees to Section 5.3(a)use all reasonable measures, whether by settlement action, suit, or judgmentother proceeding, shall be used or otherwise, to reimburse prevent the parties infringement of any Licensed Patent or Athena Interlabial Product Trademark by any Third Party when properly demanded by Procter & Xxxxxx under the terms of Section (a) above and for their reasonable outthat purpose agrees to bring suit within 180 days of Procter & Gamble's proper demand under Section (a) to enjoin such infringement and collect (subject to Section 11.1(c) below) for its use, damages, profits, and awards of whatever nature recoverable for such infringement, provided (i) Procter & Xxxxxx is not then in default of payment or performance under this Agreement; and (ii) the subject Licensed Patent right is not then the subject of a re-of-pocket expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses), with any remainder being retained by or paid to Myriad; provided, -------- however, that Myriad shall pay to Licensor an amount of monies or cash ------- equivalents received from any alleged infringer equivalent to royalties which Licensor would have received if such alleged infringer had been a Sublicenseeexamination proceeding. (c) Except as otherwise provided All costs, disbursements, and expenses of any action, suit, or other proceeding brought under this Section 11.1 shall be borne by Athena. Procter & Xxxxxx agrees to cooperate with Athena in any way necessary in the prosecution of any action, suit, or other proceeding for infringement. Any recovery of costs or damages shall be shared by the provisions of Section 5.3(a)Parties in proportion to the Third Party costs and expenses incurred by each in the proceeding. Athena is empowered to settle any claim, each party shall retain action, or suit for infringement on terms that are not materially adverse to Procter & Xxxxxx. * CONFIDENTIAL PORTION. Deleted portions have been filed separately with the sole and exclusive right to enforce its rights under any Patents and its rights to any Trademarks against all infringers at its sole cost and expenseSEC.

Enforcement of Patents and Trademarks. (a) If either party considers that any Licensor Patents, Myriad Patent, or Joint Patent is being infringed by a Third Party's ’s activities, it shall notify the other party and provide it with any evidence of such infringement that is reasonably available. Upon written notice to Licensor, Myriad shall have the first right, but not the obligation, at its own expense to attempt to remove such infringement by commercially appropriate steps, including filing an infringement suit or taking other similar action. If required by law in order for Myriad to prosecute such suit, Licensor shall join such suit as a party, at Myriad's ’s expense. Licensor agrees to use reasonable efforts to obtain any consents required by Third Parties owning Licensor Patents licensed to Licensor in order for Myriad to conduct suits thereunder. In the event Myriad fails to take commercially appropriate steps with respect to an infringement that is likely to have a material adverse effect on the sale of the Licensed Product within three (3) months following notice of such infringement, Licensor shall have the right to do so at Licensor's ’s expense; provided, however, that if -------- ------- Myriad has commenced negotiations with an alleged infringer for discontinuance of such infringement within such three-month period, Myriad shall have an additional six (6) months to conclude its negotiations before Licensor may bring suit for such infringement and provided further that Myriad shall not be -------- ------- required to enforce any infringed Licensor Patents or Joint Patent against more than one entity or in more than one country at any one time. The party not enforcing the applicable Licensor Patents or Joint Patent shall provide reasonable assistance to the other party, including providing access to relevant documents and other evidence and making its employees available at reasonable business hours, subject to the enforcing party's ’s reimbursement of any reasonable out-of-pocket expenses incurred by the non-enforcing party. To ensure that no rights of Licensor are compromised in any such action, Myriad shall not settle any such claim, or enter into any settlement agreement that admits that any Third Party product does not infringe the Licensed Patents or that any Licensed Patent is invalid or unenforceable without Licensor's ’s consent, which consent shall not be unreasonably withheld. (b) Any amounts recovered by either party pursuant to Section 5.3(a), whether by settlement or judgment, shall be used to reimburse the parties for their reasonable out-of-pocket expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses), with any remainder being retained by or paid to Myriad; provided, -------- however, that Myriad shall pay to Licensor an amount of monies or cash ------- equivalents received from any alleged infringer equivalent to royalties which Licensor would have received if such alleged infringer had been a Sublicensee. (c) Except as otherwise provided by the provisions of Section 5.3(a), each party shall retain the sole and exclusive right to enforce its rights under any Patents and its rights to any Trademarks against all infringers at its sole cost and expense.