Infringement and Litigation Clause Samples
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Infringement and Litigation. 11.1 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possesses.
11.2 During the TERM of this Agreement:
(a) LICENSEE shall have the first right (but not the obligation) to defend the LICENSED PATENTS against infringement or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement or non-interference. If, in the reasonable opinion of LICENSEE’s counsel, YALE is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above), at the request and expense of LICENSEE, YALE shall have no obligation regarding the legal actions described in Article 11.2 unless required to participate by law. However, YALE shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expenses, including legal fees. YALE shall recover [***]% of any excess recovery over those expenses.
(b) In the event LICENSEE fails to initiate and pursue or pa...
Infringement and Litigation. 11.1 INO and VGXI are responsible for notifying each other promptly of any known or suspected infringement of INO PATENT RIGHTS, which may come to their attention after the EFFECTIVE DATE. INO and VGXI shall consult one another in a timely manner concerning an appropriate response to the infringement.
11.2 INO has the first right and ability to prosecute a material infringement of INO PATENT RIGHTS at its own expense. In such event, financial recoveries will be entirely retained by INO. *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
11.3 Provided INO declines to pursue its right to prosecute, above section 11.2, then VGXI may prosecute such infringement at its own expense. However, VGXI shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on INO or grants any rights to the INO PATENT RIGHTS without INO’s prior written permission. Financial recoveries from any such litigation will first be applied to reimburse VGXI for its litigation expenditures with additional recoveries being paid to VGXI, subject to lost royalty due INO based on such infringement.
11.4 VGXI’s rights under Section11.3 are subject to the continuing right of INO to intervene at INO’s own expense and join VGXI in any claim or suit for infringement of the INO PATENT RIGHTS. Any consideration received by INO or VGXI in any award or settlement of any claim or suit shall be shared between INO and VGXI in proportion with each party’s share of the litigation expenses reasonably incurred in such infringement action.
11.5 In any action to enforce any of the INO PATENT RIGHTS, either party, at the request and reasonable expense of the other party, shall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of any third party except as may be required by lawful process of a court of competent jurisdiction.
Infringement and Litigation. 11.1. Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS and shall supply the other party with documentation of the infringing activities that it possesses, if any.
Infringement and Litigation. 7.1 PENN and ADEZA are responsible for notifying each other promptly of any infringement of PENN PATENT RIGHTS which may come to their attention. PENN and ADEZA shall consult one another in a timely manner concerning any appropriate response to the infringement.
7.2 ADEZA may prosecute such infringement at its own expense. ADEZA must not settle or compromise any such suit in a manner that imposes any obligations or restrictions on PENN or grants any rights to the PENN PATENT RIGHTS, without PENN's prior written permission. Financial recoveries from any such litigation will first be retained by ADEZA; provided, that ADEZA will pay PENN a royalty on that portion of the financial recoveries which corresponds to ADEZA's lost SUBLICENSE ROYALTIES or ADEZA's lost profits from the foregone distribution of PENN LICENSED PRODUCTS or from the foregone provision of PENN LICENSED SERVICES. Such royalty shall be based on the provisions of Section 3.1, taking into account the fact that royalties specified in Section 3.1 are expressed in terms of revenues received by ADEZA instead of profits made by ADEZA.
7.3 ADEZA's rights under Section 7.2 are subject to the continuing right of PENN to intervene at PENN's own expense and assert separately PENN's claim for infringement of the PENN PATENT RIGHTS or PENN may join ADEZA in any claim or suit for infringement of the PENN PATENT RIGHTS, subject to ADEZA's control of such claim or suit. Any consideration received by either party in settlement of any claim or suit shall first be used to reimburse the parties for their respective litigation expenses. Any excess over the total litigation expenses of both parties shall be shared in accordance with Section 7.2. In the event that the total consideration THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED received by the parties in settlement of any claim or suit is less than the total litigation expenses of both parties, the consideration will be allocated between the parties in proportion to their respective litigation expense.
7.4 If ADEZA fails to prosecute any infringement, PENN may prosecute such infringement at its own expense. In such event financial recoveries will be entirely retained by PENN.
7.5 In any action to enforce any of the PENN PATENT RIGHTS, either party, at the request and expen...
Infringement and Litigation. 7.1 LICENSOR and LICENSEE are responsible for notifying each other promptly of any infringement of PATENT RIGHTS which may come to their attention. The parties shall consult one another in a timely manner concerning any appropriate response thereto.
7.2 In any action to enforce any of the PATENT RIGHTS, either party, at the request and expense of the other party, shall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of any third party except as may be required by lawful process of a court of competent jurisdiction.
Infringement and Litigation. 9.01. If either Licensor or Licensee becomes aware of any infringement or potential infringement of the patent licensed hereunder, each party shall promptly notify the other of such in writing.
9.02. Licensee shall enforce any and all patent rights arising from the patent licensed hereunder against any infringement by a third party. Licensee shall be responsible for payment of all fees and expenses associated with such enforcement incurred by Licensee and incurred by Licensor in providing cooperation or joining as a party as provided in Section 9.04.
9.03. If Licensee does not file suit within six (6) months after a written request by Licensor to initiate an infringement action, then Licensor shall have the right, at its sole discretion, to bring suit to enforce any patent rights licensed hereunder against the infringing activities, with Licensor retaining all recoveries from such enforcement. If Licensor pursues such infringement action, Licensor may, as part of the resolution of such efforts, grant non-exclusive license rights to the alleged infringer notwithstanding Licensee’s exclusive license rights.
9.04. In any infringement suit or dispute, the parties agree to cooperate fully with each other. At the request of the party bringing suit, the other party will permit reasonable access after reasonable advance notice to all relevant personnel, records, papers, information, samples, specimens, etc., during regular business hours. If it is necessary to name Licensor as a party in such action, then Licensee must first obtain Licensor’s prior written permission, which permission shall not be unreasonably withheld, provided that Licensor shall have reasonable prior input on choice of counsel on any matter where such counsel represents Licensor.
Infringement and Litigation. 10.1 Licensor and Licensee are responsible for notifying each other promptly of any infringement of Patent Rights that may come to their attention and actual or threatened claims by third parties against the Patent Rights. The parties shall consult with one another in a timely manner concerning any appropriate response thereto.
10.2 Licensee shall have the first right, but not the obligation to prosecute such infringement or defend such claims at its own expense. Financial recoveries from any enforcement action, including settlements thereof, will first be applied to reimburse the expenses of both parties for such enforcement action with the balance being retained by Licensee and considered Net Sales of a Licensed Product and subject to the royalties in Section 4.2. The parties may agree to other arrangements should they desire.
10.3 In any action to enforce or defend any of the Patent Rights, either party, at the request and expense of the other party, shall cooperate to the fullest extent reasonably possible, including joining such action. This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of any third party except as may be required by lawful process of a court of competent jurisdiction.
Infringement and Litigation. (a) CGI shall have the option to defend the Licensed Names against infringement or interference by other parties, including bringing any action of infringement or defending any counterclaim of invalidity or action of a third party for declaratory judgment of non-infringement or interference, and may settle any such actions solely at its own expense and through counsel of its selection. PDK must approve any settlement that adversely affects the validity of any of the Licensed Trade Names. Approval shall not be unreasonably withheld.
(b) PDK shall provide reasonable assistance to CGI as requested, and shall be reimbursed for its out-of-pocket expenses in connection with any such requested assistance. CGI shall bear the expenses of such actions. In the event CGI fails to initiate and pursue or participate in such legal action, PDK shall have the right to initiate legal action to uphold the Licensed Name against third parties. CGI shall have no legal or contractual obligation to PDK for its failure to initiate or participate in any such legal action, except that PDK may terminate the License granted to CGI hereunder.
(c) In the event CGI is permanently enjoined from exercising its License rights granted hereunder pursuant to an infringement action brought by a third party, or if both CGI and PDK elect not to undertake the defense or settlement of such a claim of alleged infringement for a period of six months from notice of such claim or suit, PDK shall have the right to terminate this agreement with respect to the infringing trademark claims following thirty (30) days' written notice.
Infringement and Litigation. [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
11.1. Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possesses.
Infringement and Litigation. 7.1 PENN and COMPANY are responsible for notifying each other promptly of any infringement of PENN PATENT RIGHTS which may come to their attention. PENN and COMPANY shall consult one another in a timely manner concerning any appropriate response to the infringement.
7.2 COMPANY may prosecute such infringement at its own expense. COMPANY must not settle or compromise any such suit in a manner that imposes any obligations or restrictions on PENN or grants any rights to the or the PENN PATENT RIGHTS, without ▇▇▇▇’s prior written permission. Financial recoveries from any such litigation will first be applied to reimburse COMPANY for its litigation expenditures with additional recoveries being paid to COMPANY, subject to a royalty due PENN based on the provisions of Article 3.