First Right to Respond. Each of Dyax and Genzyme shall have the first right to respond to or defend (in consultation with the Steering Committee) against such challenge or infringement of the Patent Rights for which it is responsible pursuant to Section 9.2 above or charge of infringement. Such right shall be exercised in a diligent and timely manner in order to protect the rights of the Parties in the Patent Rights. In the event such Party elects to so respond or defend, the other Party will cooperate with the responding Party's legal counsel, join in such suits as may be brought by the responding Party to enforce its Patent Rights, and be available at the responding Party's reasonable request to be an expert witness or otherwise to assist in such proceedings.
First Right to Respond. [ * ] shall have the first right, but not obligation, to prosecute or prevent such infringement in the Field in the Territory. [ * ] Any action taken by [ * ] pursuant to this Section 8.6.1 shall be at the sole cost and expense of [ * ], provided, however, that [ * ] shall have the right to participate in any such action at its own expense. [ * ] [*] Confidential information omitted and filed separately with the Commission. 16 CONFIDENTIAL [ * ]
First Right to Respond. 4-AB (either directly or through its Affiliates or Sublicensees) shall have the first right to respond to any challenge or infringement of the Licensed Patent Rights at its own expense. In the event 4-AB elects to so respond, LICR will, at 4-AB’s sole expense, cooperate with 4-AB’s legal counsel, join in such suits as may be brought by 4-AB to enforce the Licensed Patent Rights, and be available at 4-AB’s reasonable request to be an expert witness or otherwise to assist in such proceedings, at 4-AB’s sole expense. During the pendency of any such suit, 4-AB may withhold from its royalty payments otherwise due to LICR in relation only to the disputed Licensed Patent Rights, fifty percent (50%) of the costs incurred by 4-AB in connection with such suit, provided that in no event may the royalty payments otherwise due to LICR in respect of disputed Licensed Patent Rights, be reduced [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. by more than fifty percent (50%) by operation of this Section 4.2(a). Any royalty payments due to LICR in relation to Licensed Patent Rights not in dispute, shall be paid in full. If 4-AB recovers monetary damages from a Third Party in connection with any action described in this Section 4.2(a), such damages shall be applied in the following manner: (i) first, 4-AB shall be reimbursed for all costs and expenses incurred by it in connection with such action; (ii) second, LICR shall be reimbursed for any royalties withheld during the pendency of such suit; and (iii) any remaining damages shall be divided between the Parties, with LICR receiving the portion equal to the amount of royalties it would have received if such remaining compensatory damages had been an equivalent amount of Net Sales.
First Right to Respond. Each Party shall have the first right to respond to or defend (in consultation with the Steering Committee) against such challenge or infringement of the Patent Rights for which it or one of its Affiliates is responsible pursuant to Section 9.2 above or charge of infringement. In the event such Party elects to so respond or defend, the other Party will cooperate with the responding Party’s legal counsel, join in such suits as may be brought by the responding Party to enforce its Patent Rights, and be available at the responding Party’s reasonable request to be an expert witness or otherwise to assist in such proceedings.
First Right to Respond. The Licensee shall have the first right to assert any alleged or threatened infringement or defend against a challenge to validity of Patents licensed hereunder, and shall further have the first right to respond or defend against a third party assertion of a third party patent to the extent such action relates to the Products. In the event the Licensee elects to so assert, defend, or respond, Axcelis will cooperate with the Licensee's legal counsel, join in such suits as may be brought by the Licensee to enforce the licensed Patents, and be available at the Licensee's reasonable request to be an expert witness or otherwise to assist in such proceedings.
First Right to Respond. Each of GTC and Genzyme shall have the first right to respond to or defend (in consultation with the Steering Committee) against such challenge or infringement of the Patent Rights for which it is responsible pursuant to Section 9.2 above or charge of infringement. In the event such Party elects to so respond or defend, the other Party will cooperate with the responding Party's legal counsel, join in such suits as may be brought by the responding Party to enforce its Patent Rights, and be available at the responding Party's reasonable request to be an expert witness or otherwise to assist in such proceedings.
First Right to Respond. Each of Diacrin and Genzyme shall have the first right to respond to or defend against such challenge or infringement of its Patent Rights or charge of infringement. In the event such Party elects to so respond or defend, the other Party will cooperate with the responding Party's legal counsel, join in such suits as may be brought by the responding Party to enforce its Patent Rights, and be available at the responding Party's reasonable request to be an expert witness or otherwise to assist in such proceedings.
First Right to Respond. Each of GelTex and Genzyme shall have the first right to respond to or defend (in consultation with the Steering Committee) against such challenge or infringement of the Patent Rights for which it is responsible for pursuant to Section 9.3 above or charge of infringement. In the event such Party elects to so respond or defend, the other Party will cooperate with the responding Party's legal counsel, join in such suits as may be brought by the responding Party to enforce its Patent Rights, and be available at the responding Party's reasonable request to be an expert witness or otherwise to assist in such proceedings.
First Right to Respond. Subject to any rights or privileges of any Third Party licensor, each Party shall use Commercially Reasonable and Diligent Efforts to respond to or defend against such challenge or infringement of its Patent Rights or charge of infringement; provided that if such challenge or infringement relates to claims or activities within the Field, or a charge that the manufacture, use, importation, or sale of Collaboration Products infringe upon the Patent Rights of Third Parties, then the Steering Committee shall use Commercially Reasonable and Diligent Efforts to respond to or defend against such challenge or infringement. In either case, the other Parties will cooperate with the responding Party's legal counsel, join in such suits as may be brought by the responding Party, and be available at the responding Party's reasonable request to be an expert witness or otherwise to assist in such proceedings.
First Right to Respond. Sankyo shall have the first right, but not obligation, to prosecute or prevent such infringement in the Field or the Expanded Field in the Territory. Sankyo shall periodically inform GelTex of its intended course of action and shall provide GelTex with the opportunity to comment on significant actions or elements of Sankyo's strategy. Any action taken by Sankyo pursuant to this Section 7.6.1 shall be at the sole cost and expense of Sankyo, PROVIDED, HOWEVER, that GelTex shall have the right to participate in any such action at its own expense. Sankyo shall have the right to retain for itself all amounts recovered in connection with the infringement whether by judgment, award, decree, or settlement, but all such amounts (reduced by the reasonable and documented costs incurred by Sankyo in pursuing the recovered amounts) shall be added to annual sales and subject to the same royalty payment as Net Sales.
