Infringement Actions. Following an Option Exercise Date, subject to the provisions of any Voyager In-License, Genzyme shall have the sole and exclusive right, but not the obligation, to take any reasonable measures it deems appropriate with respect to any Competitive Infringement in the Genzyme Territory of any Genzyme Technology, Genzyme Collaboration Technology, Joint Collaboration Technology or Voyager Product-Specific Patent Rights, or with Voyager’s prior written consent, the Voyager Platform Patent Rights. Such measures may include (a) initiating or prosecuting an infringement, misappropriation or other appropriate suit or action (each an CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. “Infringement Action”) in the Genzyme Territory, or (b) subject to Section 11.1.5 (Genzyme Sublicense Rights), granting adequate rights and licenses to any Third Party necessary to render continued Competitive Infringement in the Genzyme Territory non-infringing. Voyager will consider in good faith any request from Genzyme to initiate an Infringement Action in the Genzyme Territory against any Third Party with respect to such Competitive Infringement of any Voyager Platform Patent Right; provided, however, that Voyager shall not be required to initiate any such Infringement Action or permit Genzyme to initiate any such Infringement Action with respect to any Voyager Platform Patent Right. Notwithstanding the foregoing, if Genzyme does not inform Voyager that it intends to either initiate such an Infringement Action or grant adequate rights and licenses to such Third Party within [***] after Genzyme’s receipt of a notice of infringement pursuant to Section 15.4.1 (Notice of Infringement), then Voyager will have the second right, but not the obligation, to initiate such Infringement Action, but solely with respect to any Voyager Technology, Voyager Collaboration Technology, or Joint Collaboration Technology.
Infringement Actions. Biomatrix shall have the exclusive right (after consultation with the Distributor) at its own cost to take all legal action in the Territory it deems necessary or advisable to eliminate or minimize the consequences of any infringement of a Patent or Trademark in the Territory. For the purpose of taking any such legal action, Biomatrix shall have the right, subject to the Distributor's prior written consent (which consent shall not be unreasonably withheld or delayed) to use the name of the Distributor and/or any local Affiliate of the Distributor as plaintiff, either solely or jointly in accordance with the applicable rules of procedure. The Distributor shall promptly furnish Biomatrix with whatever written authority may be required in order to enable Biomatrix to use the Distributor's name or that of its Affiliate in connection with any such legal action, and shall otherwise cooperate fully and promptly with Biomatrix in connection with any such action, and shall cause its local Affiliate to cooperate and assist Biomatrix in taking any such legal action. Biomatrix shall permit the Distributor to participate at its own cost in any legal action in the Territory brought by Biomatrix to eliminate or minimize the consequences of any infringement of a Patent or Trademark in the Territory; provided that Biomatrix shall maintain the right to control the prosecution of such action. All proceeds realized upon any judgement or settlement regarding such action (net of direct out-of-pocket expenses relating thereto) shall be * *Confidential portions have been omitted and filed separately with the Commission. 39 * Notwithstanding the foregoing, if Biomatrix (i) notifies the Distributor in writing that it does not intend to exercise its rights to take legal action in the Territory to eliminate or minimize the consequences of an infringement of a Patent or Trademark in the Territory, and (ii) authorizes the Distributor to pursue such legal action, then the Distributor shall be entitled, at its own cost and expense, to take such legal action, and Biomatrix shall cooperate with the Distributor in connection therewith to the same extent and upon the same terms as the Distributor is required to cooperate with Biomatrix when Biomatrix exercises its rights under this Section 14.2; provided, however, that Biomatrix shall be entitled to an amount equal to * of the amount (net of the Distributor's direct out-of-pocket expenses in prosecuting such action) of any judgement or settl...
Infringement Actions. In the event that the Company shall bring an infringement suit against any third parties or shall be sued by any third parties as a result of Executive’s authorship or creation, including any addition and/or modification of the aforementioned items of Confidential Information, Executive agrees to cooperate reasonably without charge to the Company, but at its request and expense, in defending against or prosecuting any such suit. This right shall be cumulative to any other rights of the Company hereunder.
Infringement Actions. (a) Distributor and Patent Holder shall each promptly notify the other following the discovery of any infringement of the Distributorship Patents or unauthorized use of the Products which may come to their attention. Patent Holder shall promptly make all efforts to obtain a discontinuance of the infringement and, if not successful, Patent Holder shall bring suit against the infringer.
(b) If Patent Holder falls to obtain a discontinuance of such infringement or unauthorized use and/or fails to bring an infringement suit within thirty (30) days after discovery of such infringement or unauthorized use (“Initial Period”), then Patent Holder shall give notice in writing to Distributor within fifteen (15) days following the Initial Period of such failure, and Distributor may, but is not required to, obtain a discontinuance of the alleged infringement or unauthorized use or bring an infringement suit. Any infringement suit brought by Distributor shall be in the name of Patent Holder or Distributor, or jointly in the name of Patent Holder and Distributor, as Distributor shall elect in its sole discretion, or as required by the law of the forum.
(c) With respect to any suit for infringement of the Distributorship Patents or unauthorized use of the Products, the party that did not institute suit shall render all reasonable assistance to the party that did institute suit including, but not limited to, executing all documents as may be reasonably requested by the party that did institute suit. In the event Distributor institutes suit, Distributor shall be entitled to reimbursement from Patent Holder for all of its reasonable attorneys’ fees, costs and expenses, including the expenses of any expert witnesses that may be retained (“Infringement Expenses”), which Patent Holder shall pay upon demand from Distributor, and Distributor may deduct such Infringement Expenses from any and all sums, including Royalties, which Distributor owes Patent Holder, on a first priority basis.
Infringement Actions. IMG will be entitled to commence infringement actions against third parties with respect to Ashwin, with respect to alleged infringements pertaining to the IMG products in which Ashwin, or a derivative work thereof, is incorporated, and VERITAS will provide all cooperation, and take all such actions, as may be reasonably necessary or useful to enable IMG to do so.
Infringement Actions. (a) XXXXX and PFIZER shall promptly notify each other of any infringement of or unauthorized use of any Xxxxx Patent Rights in the Field or Xxxxx Technology in the Field which may come to their attention to the extent that such infringement or unauthorized use relates to the Compound, any Research Compound or any Licensed Product. Subject to Section 7.5(b) below, PFIZER has the exclusive right, at its sole discretion and expense, to elect to undertake legal action with respect to any such infringement or unauthorized use or bring suit against any such infringer or unauthorized user. Any suit by PFIZER shall be either in the name of PFIZER, the name of XXXXX, or jointly by PFIZER and XXXXX, as may be required by the law of the forum. XXXXX, upon request of PFIZER and at PFIZER’s expense, agrees to join any such suit and agrees to use diligent efforts to obtain the joinder of any Third Parties as may be legally necessary or advisable, as determined by PFIZER. For this purpose, XXXXX shall execute such legal papers and participate as necessary for the prosecution of such suit as may be reasonably requested by PFIZER. In addition, XXXXX, at its option and at its own expense, shall have the right to participate in any such suit relating to the Field.
(b) If PFIZER determines not to pursue an action with respect to any Third Party infringement or unauthorized use of Xxxxx Patent Rights in the Field or Xxxxx Technology in the Field within 120 days after notice from XXXXX, then XXXXX may, in its sole discretion and expense, (i) obtain a discontinuance of the alleged infringing operation or unauthorized use or (ii) undertake legal action with respect to such Third
Infringement Actions. (i) As between the Parties, except as provided in Section 10.3(b)(iv), Agios shall have the initial right, but not the obligation, to initiate a suit or take other appropriate action that it believes is reasonably required to protect the Agios Intellectual Property or Agios Collaboration Intellectual Property (excluding Joint Inventions). To the extent that any such suit or action pertains to the infringement, unauthorized use or misappropriation by a Third Party of Agios Intellectual Property or Agios Collaboration Intellectual Property that relates to a Program for which Celgene has a Celgene Program Option that has been exercised or that remains in effect and has not been waived or rejected (or a Program or Celgene Reverted Program with respect to which Celgene has taken an exclusive license under Section 8.2) (“Competitive Infringement”), Agios shall give Celgene advance notice of its intent to file any such suit or take any such action and the reasons therefor, and shall provide Celgene with an opportunity to make suggestions and comments regarding such suit or action. Thereafter, Agios shall keep Celgene promptly informed, and shall from time to time consult with Celgene regarding the status of any such suit or action and shall provide Celgene with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or action.
(ii) Except as provided in Section 10.3(b)(iv), Celgene shall have the sole right, but not the obligation, to initiate a suit or take other appropriate action that it believes is reasonably required to protect the Celgene Intellectual Property and Celgene Collaboration Intellectual Property (excluding Joint Inventions), without any obligation to consult with Agios. Notwithstanding Section 10.3(e), except with respect to a suit or action described in Section 10.3(b)(iv), all recoveries with respect to any such action, by settlement or otherwise, shall be retained [**] percent ([**]%) by Celgene.
(iii) Except as provided in Section 10.3(b)(iv), the Parties, acting by Mutual Consent, shall determine which Party shall have the initial right, but not the obligation, to initiate a suit or take other appropriate action th...
Infringement Actions. The Party exercising any enforcement rights under Section 9.4 or Section 9.5:
a. shall have full control over the conduct of the action;
b. shall keep the other Party [***] informed of the progress of and developments in any proceedings against Infringers; and
c. may negotiate settlements with Infringers; provided any such settlement negotiated under Section 9.5 shall be subject to [***], which decision to grant or deny shall be communicated to [***] in writing within a period of [***] from [***] receipt the applicable written request by [***].
Infringement Actions. In the event Licensor takes affirmative action against an infringement or misappropriation or a threatened infringement or misappropriation, Licensee agrees to assist Licensor in whatever manner Licensor reasonably requests, at the expense of Licensor. Recovery of damages resulting from any such action shall be solely for the account of Licensor. Licensee will provide information reasonably requested by Licensor in any infringement or misappropriation action, including in connection with the calculation of damages. Licensee may participate, at its expense, in any action taken by or proceeding instituted by or brought against Licensor through separate counsel of Licensee’s own choosing; provided that Licensor will at all times retain full control over such action, and not compromise or settle any such action or proceeding unless such compromise or settlement (a) is solely for monetary damages (for which Licensor shall be responsible), (b) does not impose injunctive or other equitable relief against Licensee and (c) includes an unconditional release of Licensee from all liability on claims that are the subject matter of such action or proceeding.
Infringement Actions. In the event that United Therapeutics shall bring an infringement suit against any third parties or shall be sued by any third parties as a result of Executive’s authorship or creation, including without limitation any addition and/or modification of the aforementioned items of Confidential Information, Executive agrees to cooperate reasonably without charge to United Therapeutics, but at its request and expense, in defending against or prosecuting any such suit. This right shall be cumulative to any other rights of United Therapeutics hereunder.
