Common use of Infringement Action Clause in Contracts

Infringement Action. LICENSEE and OWNER will promptly provide written notice, to the other party, of any alleged infringement by a THIRD PARTY of the LICENSED PATENTS and provide such other PARTY with any available evidence of such infringement. In the event there is good reason to believe infringement of any of the LICENSED PATENTS is occurring, OWNER will take prompt action to xxxxx or settle such infringement. OWNER shall have the right to institute an action in its own name, in so far as permitted by law, to xxxxx the infringement and may join LICENSEE as a plaintiff, only if without cost to LICENSEE. 18.2.1. During the term of this AGREEMENT, OWNER will have the right to prosecute, at its own expense and utilizing counsel of its choice, any infringement of the LICENSED PATENTS. OWNER will promptly provide LICENSEE copies of all litigation pleadings and other documents submitted to the court. No settlement, consent judgment or other voluntary final disposition of any such suit may be entered into without the written consent of LICENSEE, which consent will not unreasonably be withheld. 18.2.2. If within 90 days after receiving notice of any alleged infringement of the LICENSED PATENTS by a THIRD PARTY, OWNER has been unsuccessful in persuading the alleged infringer to desist, and has not brought and will not be diligently prosecuting an infringement action, or if OWNER notifies LICENSEE, at any time prior thereto, of its intention not to bring suit against the alleged infringer, then LICENSEE will have the right, but not the obligation, to prosecute, at their own expense and utilizing counsel of its choice, any infringement of the LICENSED PATENTS, and LICENSEE may, for such purposes, join the OWNER as a party plaintiff, at the expense of LICENSEE. The total cost of any such infringement action commenced solely by LICENSEE will be borne by LICENSEE, and LICENSEE will first apply any recovery or damages for past infringement derived therefrom to the payment of its out of pocket expenses, including attorneys fees and court costs, and the remainder shall be divided appropriately between OWNER and LICENSEE with reference to the relative monetary injury suffered by each as a result of the infringement for which such amount is recovered. 18.2.3. In the event OWNER institutes an action for infringement of LICENSED PATENTS in its own name and a settlement is entered into or monetary damages are awarded in a final non-appealable judgment, the amount paid as a result of such settlement or the monetary damages awarded will first be applied to the payment of OWNER’s out-of-pocket expenses, including attorney’s fees and court costs incurred in the action, and the balance of any such amount will be divided appropriately between OWNER and LICENSEE with reference to the relative monetary injury suffered by each as a result of the infringement for which such amount is recovered. 18.2.4. In any suit to enforce and/or defend the LICENSED PATENTS pursuant to this AGREEMENT, the PARTY not in control of such suit will, at the request and expense of the controlling PARTY, cooperate in all respects and, to the extent reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens and the like.

Infringement Action. LICENSEE and OWNER will promptly provide written noticeWithin forty-five (45) days (or longer if the Parties mutually agree) of becoming aware of Competitive Infringement, to the other party, of any alleged infringement by a THIRD PARTY of the LICENSED PATENTS and provide such other PARTY with any available evidence of such infringement. In the event there is good reason to believe infringement of any of the LICENSED PATENTS is occurring, OWNER will take prompt action to xxxxx or settle such infringement. OWNER Acusphere shall have the right to institute an infringement suit or take other appropriate action that it believes is reasonably required to protect the Licensed Patent Rights from such Competitive Infringement. If Acusphere elects to bring suit against an infringer, Acusphere shall keep Cephalon reasonably informed of the progress of the action and give Cephalon a reasonable opportunity in advance to consult with Acusphere and offer its own nameviews about major decisions affecting the litigation. Acusphere shall consider those views in good faith, in so far as permitted by law, to xxxxx the infringement and may join LICENSEE as a plaintiff, only if without cost to LICENSEE. 18.2.1. During the term of this AGREEMENT, OWNER will but shall have the right to prosecute, at its own expense and utilizing counsel of its choice, any infringement of control the LICENSED PATENTS. OWNER will promptly provide LICENSEE copies of all litigation pleadings and other documents submitted to the court. No settlement, consent judgment or other voluntary final disposition of any such suit may be entered into without the written consent of LICENSEE, which consent will not unreasonably be withheld. 18.2.2action. If within 90 days after receiving notice of any alleged infringement of the LICENSED PATENTS by a THIRD PARTY, OWNER has been unsuccessful in persuading the alleged infringer to desist, and has not brought and will not be diligently prosecuting an infringement action, or if OWNER notifies LICENSEE, at any time prior thereto, of its intention not Acusphere elects to bring suit against the alleged infringer, then LICENSEE will have the right, but not the obligation, to prosecute, at their own expense an infringer and utilizing counsel of its choice, any infringement of the LICENSED PATENTS, and LICENSEE may, for such purposes, join the OWNER Cephalon is joined as a party plaintiffin such suit (which it shall do if so requested by Acusphere), at Cephalon shall have the expense of LICENSEEright to approve counsel selected by Acusphere to represent the Parties, which approval shall not be unreasonably withheld, conditioned or delayed. The total cost expenses of any such infringement action commenced solely by LICENSEE will be borne by LICENSEE, and LICENSEE will first apply any recovery suit or damages for past infringement derived therefrom suits that Acusphere elects to the payment of its out of pocket expensesbring, including attorneys fees and court costs, and the remainder shall be divided appropriately between OWNER and LICENSEE with reference to the relative monetary injury suffered by each as a result of the infringement for which such amount is recovered. 18.2.3. In the event OWNER institutes an action for infringement of LICENSED PATENTS in its own name and a settlement is entered into or monetary damages are awarded in a final non-appealable judgment, the amount paid as a result of such settlement or the monetary damages awarded will first be applied to the payment of OWNER’s any reasonable out-of-pocket expenses, including attorney’s fees and court costs expenses of Cephalon incurred in connection therewith, shall be paid for entirely by Acusphere. If Acusphere does not take action in the actionprosecution, and the balance prevention, or termination of any Competitive Infringement and has not commenced negotiations with the infringer for the discontinuance of such amount will be divided appropriately between OWNER Competitive Infringement within forty-five (45) days (or longer if the Parties mutually agree) of becoming aware of Competitive Infringement, Cephalon may elect to do so. If Cephalon elects to bring suit against such infringer and LICENSEE with reference to the relative monetary injury suffered by each Acusphere is joined as a result of party in such suit (which it shall do if so requested by Cephalon), Acusphere shall have the infringement for right to approve counsel selected by Cephalon to represent the Parties, which such amount is recovered. 18.2.4approval shall not be unreasonably withheld, conditioned or delayed. In any suit to enforce and/or defend the LICENSED PATENTS pursuant to this AGREEMENT, the PARTY not in control The expenses of such suit willor suits that Cephalon elects to bring, at including any reasonable out-of- pocket expenses of Acusphere incurred in connection therewith, shall be paid for entirely by Cephalon. Neither Party shall compromise or settle any litigation in a manner that imposes any obligation on the request and expense other Party or that otherwise adversely impacts the development or commercialization of pharmaceutical products related to HDDS Technology™ in the Field, or the patents or patent applications included in the Licensed Patent Rights without the prior written consent of the controlling PARTYother Party, cooperate in all respects andwhich consent shall not be unreasonably withheld, to the extent reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens and the likeconditioned or delayed.

Infringement Action. LICENSEE (1) ACNSub (together with ACNielsen and OWNER will promptly provide written notice, to the other party, of any alleged infringement by a THIRD PARTY of the LICENSED PATENTS and provide such other PARTY with any available evidence of such infringement. In the event there is good reason to believe infringement of any of the LICENSED PATENTS is occurring, OWNER will take prompt action to xxxxx or settle such infringement. OWNER CZT/ACN Trademarks L.L.C.) shall have the sole and exclusive right to institute an commence or prosecute any claims or suits for infringement or any other cause of action or claim for relief for unauthorized use of the Xxxxxxx//NetRatings CBD, insofar as the same relates to the Nielsen Trademark, and to choose counsel in connection with such claim or suit. NRI shall assist ACNSub (and ACNielsen and CZT/ACN Trademarks L.L.C.) to maintain and protect their rights in the Xxxxxxx//NetRatings CBD, insofar as the same relates to the Nielsen Trademark. ACNSub shall bear the cost of the attorneys' fees, costs and expenses in connection with such claim or suit. NRI shall notify ACNSub in writing of any infringements or unauthorized uses of the Xxxxxxx//NetRatings CBD, insofar as the same relates to the Nielsen Trademark, that may come to NRI's attention, and ACNSub (together with ACNielsen and CZT/ACN Trademarks L.L.C.) shall have the sole and exclusive right to determine in its own name, in so far as permitted by law, to xxxxx the infringement and may join LICENSEE as a plaintiff, only if without cost to LICENSEEdiscretion whether any action shall be taken on account of such infringements or unauthorized uses. 18.2.1. During the term of this AGREEMENT, OWNER will (2) NRI shall have the sole and exclusive right to prosecute, at its own expense and utilizing counsel commence or prosecute any claims or suits for infringement or any other cause of its choice, any infringement action or claim for relief for unauthorized use of the LICENSED PATENTS. OWNER will promptly provide LICENSEE copies of all litigation pleadings and other documents submitted Xxxxxxx//NetRatings CBD, insofar as the same relates to the courtNRI Trademarks, and to choose counsel in connection with such claim or suit. No settlementACNSub shall assist NRI to maintain and protect its rights in the Xxxxxxx//NetRatings CBD, consent judgment insofar as the same relates to the NRI Trademarks. NRI shall bear the cost of the attorneys' fees, costs and expenses in connection with such claim or other voluntary final disposition suit. ACNSub shall notify NRI in writing of any infringements or unauthorized uses of the Xxxxxxx//NetRatings CBD, insofar as the same relates to the NRI Trademarks, that may come to ACNSub's attention, and NRI shall have the sole and exclusive right to determine in its discretion whether any action shall be taken on account of such suit may be entered into without the written consent of LICENSEE, which consent will not unreasonably be withheldinfringements or unauthorized uses. 18.2.2. If within 90 days after receiving notice (3) The Parties shall cooperate with each other in connection with the commencement and prosecution of any alleged claims or suits for infringement or any other cause of action or claim for relief for unauthorized use of the LICENSED PATENTS by a THIRD PARTY, OWNER has been unsuccessful in persuading the alleged infringer to desist, and has not brought and will not be diligently prosecuting an infringement action, or if OWNER notifies LICENSEE, at any time prior thereto, of its intention not to bring suit against the alleged infringer, then LICENSEE will have the right, but not the obligation, to prosecute, at their own expense and utilizing counsel of its choice, any infringement of the LICENSED PATENTS, and LICENSEE may, for such purposes, join the OWNER as a party plaintiff, at the expense of LICENSEE. The total cost of any such infringement action commenced solely by LICENSEE will be borne by LICENSEE, and LICENSEE will first apply any recovery or damages for past infringement derived therefrom to the payment of its out of pocket expenses, including attorneys fees and court costs, and the remainder shall be divided appropriately between OWNER and LICENSEE with reference to the relative monetary injury suffered by each as a result of the infringement for which such amount is recoveredXxxxxxx//NetRatings CBD. 18.2.3. In the event OWNER institutes an action for infringement of LICENSED PATENTS in its own name and a settlement is entered into or monetary damages are awarded in a final non-appealable judgment, the amount paid as a result of such settlement or the monetary damages awarded will first be applied to the payment of OWNER’s out-of-pocket expenses, including attorney’s fees and court costs incurred in the action, and the balance of any such amount will be divided appropriately between OWNER and LICENSEE with reference to the relative monetary injury suffered by each as a result of the infringement for which such amount is recovered. 18.2.4. In any suit to enforce and/or defend the LICENSED PATENTS pursuant to this AGREEMENT, the PARTY not in control of such suit will, at the request and expense of the controlling PARTY, cooperate in all respects and, to the extent reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens and the like.

Infringement Action. LICENSEE and OWNER will promptly provide written notice, to the other party, of any alleged infringement by a THIRD PARTY of the LICENSED PATENTS and provide such other PARTY with any available evidence of such infringement. In the event there is good reason to believe infringement of any of the LICENSED PATENTS is occurring, OWNER will take prompt action to xxxxx axxxx or settle such infringement. OWNER shall have the right to institute an action in its own name, in so far as permitted by law, to xxxxx axxxx the infringement and may join LICENSEE as a plaintiff, only if without cost to LICENSEE. 18.2.1. During the term of this AGREEMENT, OWNER will have the right to prosecute, at its own expense and utilizing counsel of its choice, any infringement of the LICENSED PATENTS. OWNER will promptly provide LICENSEE copies of all litigation pleadings and other documents submitted to the court. No settlement, consent judgment or other voluntary final disposition of any such suit may be entered into without the written consent of LICENSEE, which consent will not unreasonably be withheld. 18.2.2. If within 90 days after receiving notice of any alleged infringement of the LICENSED PATENTS by a THIRD PARTY, OWNER has been unsuccessful in persuading the alleged infringer to desist, and has not brought and will not be diligently prosecuting an infringement action, or if OWNER notifies LICENSEE, at any time prior thereto, of its intention not to bring suit against the alleged infringer, then LICENSEE will have the right, but not the obligation, to prosecute, at their own expense and utilizing counsel of its choice, any infringement of the LICENSED PATENTS, and LICENSEE may, for such purposes, join the OWNER as a party plaintiff, at the expense of LICENSEE. The total cost of any such infringement action commenced solely by LICENSEE will be borne by LICENSEE, and LICENSEE will first apply any recovery or damages for past infringement derived therefrom to the payment of its out of pocket expenses, including attorneys fees and court costs, and the remainder shall be divided appropriately between OWNER and LICENSEE with reference to the relative monetary injury suffered by each as a result of the infringement for which such amount is recovered. 18.2.3. In the event OWNER institutes an action for infringement of LICENSED PATENTS in its own name and a settlement is entered into or monetary damages are awarded in a final non-appealable judgment, the amount paid as a result of such settlement or the monetary damages awarded will first be applied to the payment of OWNER’s out-of-pocket expenses, including attorney’s fees and court costs incurred in the action, and the balance of any such amount will be divided appropriately between OWNER and LICENSEE with reference to the relative monetary injury suffered by each as a result of the infringement for which such amount is recovered. 18.2.4. In any suit to enforce and/or defend the LICENSED PATENTS pursuant to this AGREEMENT, the PARTY not in control of such suit will, at the request and expense of the controlling PARTY, cooperate in all respects and, to the extent reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens and the like.