First Right Sample Clauses

First Right. LICENSEE (and its Sublicensees) shall have the first right, but not the obligation, to control the conduct and resolution of any adversarial legal proceeding relating to the Patent Rights (including without limitation any declaratory judgment action, patent infringement action or opposition) during the Term and will be responsible for all expenses related thereto. MSK shall join in any such action, at LICENSEE’s request and expense.

First Right. The Company shall not, directly or indirectly, without the prior written consent of Purchaser, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its Common Stock or securities convertible into Common Stock at a price that is less than the 90% of the market price of the Common Stock at the time of issuance of such security or investment (a "SUBSEQUENT FINANCING") for a period of (a) six (6) months after the Effective Date, or (b) the date all of the Shares shall have been sold, or (c) such date as the Purchaser shall have sold not less than 80% of the Shares purchased by the Purchaser, except (i) the granting of options or warrants to employees, officers, directors and consultants, (ii) the issuance of shares upon exercise of options granted under any stock option plan heretofore or hereinafter duly adopted by the Company, (iii) the issuance of any shares upon any currently outstanding warrants or options and upon conversion of any currently outstanding convertible securities to the extent described in SECTION 4.4, (iv) securities issued in connection with the capitalization or creation of a joint venture with a strategic partner, (v) shares issued to pay part or all of the purchase price for the acquisition by the Company of a person (which, for purposes of this clause (v), shall not include an individual or group of individuals), (vi) shares issued, other than for cash, in connection with a merger, consolidation or acquisition of assets, (vii) shares issued in a public offering by the Company of its securities which is registered with the Securities and Exchange Commission pursuant to the Securities Act, or (viii) shares issued to a qualified institutional buyer, as defined in Rule 144A(a), or (ix) shares issued in a private placement if the placement agent is acceptable to the Purchaser, unless (A) the Company delivers to Purchaser a written notice (the "SUBSEQUENT FINANCING NOTICE") of its intention to effect such Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person with whom such Subsequent Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Purchaser shall not have notified the Company by 5:00 p.m. (New York time) on the tenth ...

First Right. MorphoSys shall have the first right, but not the obligation, to enforce any Licensed Candidate-Specific Patent or Joint Collaboration Product Invention Patent with respect to all past, present and future during the Term activities or conduct of a Third Party in the Field and the MorphoSys Territory that involve Licensed Products in the MorphoSys Territory within the scope of the license to MorphoSys of Section 4.1 (“Candidate-Specific Patent Competitive Infringement”). The consent of Xencor is not required for MorphoSys to bring such an enforcement action. MorphoSys shall reasonably consider Xencor’s comments, if any, on any such enforcement activities, but for the avoidance of doubt, MorphoSys shall control the litigation in all respects and shall make all decisions in its own discretion, subject only to the provisions regarding settlement provided below in Section 6.5(f). Except as provided in Section 6.5(g), MorphoSys shall bear all costs and expenses for enforcement under this Section 6.5(b)(i) (including the costs of Xencor’s cooperation as required under subsection (e)).

First Right. Genentech shall, at its sole discretion and expense, have the right (but not the obligation) to Prosecute and Maintain Patents claiming Joint New Intellectual Property and Patents claiming the Deliverables New Intellectual Property. In accordance with Section 8.3.4 below, Genentech shall appropriately consult with Arvinas and keep Arvinas reasonably informed of the status of any such Prosecution and Maintenance, and Arvinas will provide all reasonable cooperation and assistance to Genentech at Genentech’s reasonable request and at Genentech’s expense in any such Prosecution and Maintenance of the Joint New Intellectual Property and Deliverables New Intellectual Property, including making data, reports, and scientific personnel reasonably available to prepare and prosecute patent applications.

First Right. As between the Parties, Company will have the first right, but not the obligation, to control the Prosecution and Maintenance of the Licensed Patents, Program Foreground Patents, and Joint Other Foreground Patents (the “Company First Right Patents”), at Company’s sole cost and expense. Maze will have the review and comment rights set forth in Section 8.2.4 (Review and Comment) with respect to the Company’s Prosecution and Maintenance of any Licensed Patents, Program Foreground Patents, or Joint Other Foreground Patents. To the extent it becomes necessary or desirable to file a terminal disclaimer over any Licensed Patent to support a Company First Right Patent, the Parties shall discuss in good faith the appropriate actions, which may include Maze assigning all right, title, and interest in and to such Licensed Patent to Company or its Affiliate(s), as the Parties may mutually agree.

First Right. JT shall have the first right, but not the obligation, to prosecute Infringement of the JT Patents by activities conducted by Third Parties. Except as otherwise provided in Schedule 6.2 in the case of certain Access Countries, such prosecution shall be at JT’s own expense and responsibility; provided, however, that Gilead may separately represent itself in such prosecution by counsel of its own choice (at Gilead’s own expense), in which case Gilead shall cooperate fully with JT.

First Right. Licensee shall have the first right, but not the obligation, for the initiation, defense, and management of any adversarial legal proceeding relating to the Licensed Patent Rights in the Field of Use and Territory, including without limitation any declaratory judgment action, patent infringement action or opposition (collectively, “ Patent Adversarial Actions ”) during the Term, and will be responsible for all expenses related thereto. MSK shall provide Licensee with all reasonable assistance and cooperation in conducting and/or defending against any such Patent Adversarial Action, including joining in any such Patent Adversarial Action, at Licensee’s request and expense, provided that in any case Licensee shall at all times have the full control of conducting and/or defending such Patent Adversarial Action. For clarity, Licensee may delegate the foregoing rights to its Sublicensee, in the territory where such Sublicensee has sublicense rights hereunder.

First Right. Subject to the remaining provisions of this Section 6.9.2, [***] shall have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding (which may include settlement or otherwise seeking to secure the abatement of such infringement) with respect to any infringement of any (i) Prothena Licensed Collaboration Patent or (ii) Licensed Program Patent, in each case other than a Prothena Platform Patent, (including in connection with any Biosimilar Application referencing a Licensed Product (regardless of whether such notice or copy is provided under any Applicable Laws), including under the BPCIA or the United States Patient Protection and Affordable Care Act or its successor provisions, or any similar provisions in a country outside the United States, as applicable), by counsel of its own choice, in [***] own name ([***]) and under [***] direction and control, including the right to control the defense of any challenges to such Patents as a counterclaim in such infringement proceeding as well as the defense of declaratory judgment actions. Prothena retains all rights to enforce the Prothena Platform Patents against any actual or threatened infringement.

First Right. Subject to JHU’s rights regarding the Sublicensed Patent Rights as set forth in the JHU Agreement, SNDC has the first right, but not the obligation, to take action against others in the courts, administrative agencies or otherwise, at SNDC’s cost and expense, to prevent or terminate infringement, misappropriation, illegal use or misuse of the Licensed Patent Rights or the Sublicensed Patent Rights. Licensor shall, at SNDC’s expense, cooperate with and reasonably assist SNDC at SNDC’s expense in any such action if so requested, and, upon SNDC’s request, execute, file and deliver all documents and proof necessary for such purpose, including being named as a party to such litigation if requested by SNDC or if required by law. Licensor shall have the right to participate and be represented in any such action, suit or proceeding by its own counsel at its own expense. SNDC shall not enter into any settlement or compromise of such action, suit or proceeding that affects or concerns the validity, enforceability, or ownership of any Licensed Patent Rights or any Sublicensed Patent without the prior written consent of Licensor, which consent shall not be unreasonably withheld.

First Right. With respect to activities or conduct of a Third Party that compete with, or are expected to compete with, or otherwise materially affect the market for, Licensed Products in Partner Territory and in the Field (“Competitive Infringement”), Partner (or its Affiliate) shall have the first right, but not the obligation, to enforce the Listed AVEO Patents, AVEO Program Invention Patents and Joint Patents with respect to any such Competitive Infringement at its own expense. Partner shall reasonably consider AVEO’s comments on any such enforcement activities.