INFRINGEMENT AND OTHER ACTIONS. 7.1 LICENSEE and PSRF shall promptly provide written notice, to the other party, of any alleged infringement by a third party of any patent licensed under PATENT RIGHTS and provide such other party with any available evidence of such infringement. If necessary, a prima facie determination of infringement shall be made by an independent patent attorney satisfactory to both PSRF and LICENSEE.
7.2 During the term of the License Agreement, LICENSEE shall have the initial right, but not the obligation, to prosecute and/or defend, at its own expense, utilizing counsel of its own choice, any infringement of, and/or challenge to, the PATENT RIGHTS. In furtherance of such right, PSRF hereby agrees that PSRF may be legally joined as a party in any such suit, without expense to PSRF. Before LICENSEE commences an action hereunder, it shall consult with PSRF, and give careful consideration to the views of PSRF and the potential impact of litigation on PSRF. This shall include a face-to-face meeting between the parties’ designated representatives prior to the initiation of litigation. No settlement, consent judgment or other voluntary, final disposition of the suit may be entered into without the consent of PSRF, which consent shall be timely given and not unreasonably be withheld, unless such settlement does not materially affect the rights of PSRF. LICENSEE agrees to keep PSRF reasonably informed as to the status of any such action and to provide copies to PSRF, upon request by PSRF, of any papers or information relevant to the prosecution of any such action. LICENSEE shall timely inform PSRF of any offer for settlement presented by a third party for any such action and LICENSEE shall consider PSRF’s input in deciding whether or not to accept any such settlement offer. The total cost of any such action, commenced or defended solely by the LICENSEE, shall be borne by the LICENSEE. Any funds resulting from such action, whether in an out-of-court settlement or through a judgment in the courts will be used first to pay LICENSEE the cost paid out by LICENSEE in taking such action. Any funds remaining therefrom will be treated as NET SALES under this License Agreement, with the exception of amounts awarded for treble, exemplary or punitive damages, which shall be divided equally between the parties.
7.3 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shal...
INFRINGEMENT AND OTHER ACTIONS. 9.1 Company and Licensor shall promptly notify each other promptly after becoming aware of any alleged infringement of the Patent Rights, or any challenge or threatened challenge to the validity, enforceability, or priority of any of the Patent Rights, and provide each other with any available evidence of such infringement, challenge or threatened challenge.
9.2 During the term of this Agreement, to the extent permitted by law for as long as Company is the exclusive licensee of the Patent Rights, Company shall have the right, but not the obligation, to prosecute or defend, at its own expense and using counsel of its choice, any infringement of and/or challenge to the Patent Rights. In furtherance of such right, Company may join Licensor as a party in any such suit (and Licensor will join at Company’s request), provided that Company pay all of Licensor’s reasonable out-of-pocket expenses if Licensor is requested to join by Company. Before commencing or responding to any such action, Company shall consult with Licensor regarding the advisability of the action. Company shall indemnify and hold Licensor harmless against any costs, expenses (including attorneys’ fees, whether incurred as the result of a third party claim or a claim to enforce this provision), or liability that may be found or assessed against Licensor in any such suit other than to the extent resulting from Licensor’s gross negligence or willful misconduct. Company may, in its sole discretion, settle or compromise any suit brought in connection with this Agreement, including under Articles 9.2 and 9.3, without the prior consent of Licensor unless such settlement or compromise would adversely affect the validity or enforceability of any Patent Right or would involve any additional obligation of Licensor not already undertaken by Licensor in this Agreement, in which case such settlement or compromise shall require the written consent of Licensor (such consent not to be unreasonably withheld).
9.3 If a claim or suit is asserted or brought against Company alleging that the manufacture or sale of any Licensed Product or Licensed Process by Company, an Affiliate, or any Sublicensee, or the use of such Licensed Product or Licensed Process by any customer, infringes proprietary rights of a third party, Company shall notify Licensor. Company may defend such suit, modify such Licensed Product or Licensed Process to avoid such infringement, and/or settle on terms that it deems advisable, unless such settl...
INFRINGEMENT AND OTHER ACTIONS. 6.1 LICENSEE and PSRF shall promptly provide written notice, to the other party, of any alleged infringement by a third party of any patent licensed hereunder under PATENT RIGHTS and provide such other party with any available evidence of such infringement.
6.2 Both parties shall use their best efforts in cooperating with each other to terminate such infringement without litigation. For so long as […***…] shall have the first right, but not the obligation, at its cost and expense, to bring and control any action or proceeding with respect to such infringement of PATENT RIGHTS by a third party (or any declaratory judgment action alleging invalidity or noninfringement of any of the PATENT RIGHTS) with counsel of its own choice, and […***…] may, for such purposes, join […***…] as a party plaintiff. […***…] shall have the right, at its own expense, to be represented in any such action with counsel of its own choice. If […***…] fails to bring an action or proceeding […***…] shall have the right, but not the obligation, to bring and control any such action at its own expense and by counsel of its own choice, and […***…] shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 6.2 in a manner that diminishes the rights or interests of the other party without the prior written consent of such other party. Except as otherwise agreed to by the parties as part of a cost-sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses shall be retained by the party bringing such action.
INFRINGEMENT AND OTHER ACTIONS. 9.1 The Company and IGI shall promptly provide written notice, to the other party, of any alleged infringement by a third party of the PTH Patent Rights and provide such other Party with any available evidence of such infringement.
9.2 During the term of this Agreement, the Company shall have the right, but not the obligation, to prosecute and/or defend, at its own expense and utilizing counsel of its choice, any infringement of, and/or challenge to, the PTH Patent Rights. In furtherance of such right, IGI hereby agree that the Company may join IGI as a party in any such suit, without expense to IGI. No settlement, consent judgment or other voluntary final disposition of any such suit which would adversely affect the rights of IGI may be entered into without the consent of IGI, which consent shall not be unreasonably withheld. The Company shall indemnify and hold IGI harmless against any costs, expenses or liability that may be found or assessed against IGI in any such suit other than resulting from IGI' negligence or willful misconduct.
9.3 In the event that a claim or suit is asserted or brought against the Company alleging that the manufacture or sale of any Licensed Product by the Company, an Affiliate of the Company, or any sublicensee, or the use of such Licensed Product by any customer of any of the foregoing, infringes proprietary rights of a third party, the Company shall give written notice thereof to IGI. The Company may, in its sole discretion, modify such Licensed Product to avoid such infringement and/or may settle on terms that it deems advisable in its sole discretion, subject to paragraph 9.2. Otherwise, the Company shall have the right, but not the obligation, to defend any such claim or suit. In the event the Company elects not to defend such suit, IGI shall have the right, but not the obligation to do so at its sole expense.
9.4 Any recovery of damages by the Company, in any such suit, shall be applied first in satisfaction of any unreimbursed expenses and legal fees of the Company relating to the suit and then to IGI for any royalties credited in accordance with paragraph 9.
INFRINGEMENT AND OTHER ACTIONS. 12 ARTICLE 10 -
INFRINGEMENT AND OTHER ACTIONS. A. The parties shall promptly notify each other of any claim that is asserted, and of any action or proceeding that is threatened or commenced, in which a third party (i) challenges MARKETING's right to use any of the Licensed Marks, (ii) alleges that any Licensed
INFRINGEMENT AND OTHER ACTIONS. Section 12.01. BTI shall assist TMEI to the extent necessary in the procurement of any protection for, or to protect any of, TMEI's rights in and to the Product or the use of the Trademarks in connection therewith, provided, however, that the provisions of this Paragraph shall not be construed so as to require or obligate BTI to provide any financial assistance hereby. Each party shall notify the other, in writing, of any infringements or limitations by others of the Products similar to those covered by this Agreement that may come to their attention.
INFRINGEMENT AND OTHER ACTIONS. 8.1 LICENSEE and UNIVERSITY shall promptly provide written notice, to the other party, of any alleged infringement by a third party of the Patent Rights and provide such other party with any available evidence of such infringement.
8.2 During the term of this License Agreement, LICENSEE shall have the right, but not the obligation, to prosecute and/or defend, at its own expense and utilizing counsel of its choice, any infringement of, and/or challenge to, the Patent Rights. In furtherance of such right, UNIVERSITY hereby agrees that LICENSEE may join UNIVERSITY hereby agrees that LICENSEE may join UNIVERSITY as a party in any such suit, without expense to UNIVERSITY. No settlement, consent judgment or other voluntary final disposition of any such suit may be entered into without the consent of UNIVERSITY, which consent shall not unreasonably be withheld. LICENSEE shall indemnify UNIVERSITY against any order for costs that may be made against UNIVERSITY in any such suit.
8.3 Any recovery of damages by LICENSEE, in any such suit, shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE RELATING to the suit. The balance remaining from any such recovery shall be treated as royalties received by LICENSEE from sublicensees and shared by UNIVERSITY and LICENSEE in accordance with Paragraph 4.1.2
INFRINGEMENT AND OTHER ACTIONS. 9.1 The Licensee and the Licensors shall promptly provide written notice, to the other party, of any alleged infringement by a third party of the Patent Rights and provide such other party with any available evidence of such infringement.
9.2 During the Term, the Licensee shall have the right, but not the obligation, to prosecute and/or defend, at its own expense and utilizing counsel of its choice, any infringement of, and/or challenge to, the Patent Rights. No settlement, consent judgment or other voluntary final disposition of any such suit may be entered into without the consent of the Licensors, which consent shall not be unreasonably withheld. The Licensee shall indemnify and hold the Licensors harmless against any costs, expenses or liability that may be found or assessed against the Licensors in any such suit other than resulting from the Licensors’ gross negligence, recklessness or willful misconduct.
INFRINGEMENT AND OTHER ACTIONS. 12.1 Notice of Infringement of Patent Rights 12.2 Option to Prosecute or Defend Patent Rights 12.3 Infringement by Licensed Product 12.4 Allocation of Damages Recovered 12.5 Credit of Litigation Costs 12.6 Cooperation 12.7 Co-operation with Other Licensees 13.1 Licensor Warranties 13.2 Debarment 14.1 NO IMPLIED WARRANTIES 14.2 Indemnity 14.3 Insurance 15.1 Use of Name 15.2 No Agency 16.1 Confidentiality and Non-Use 16.2 Limited Disclosure and Publication by Licensor Assignment 17.2 Binding Nature and Inurement Counterparts; Facsimile Entire Agreement; Amendment 17.5 Force Majeure 17.6 Further Assurances 17.7 Headings 17.8 Law 17.9 No Consequential Damages 17.10 No Solicitation 17.11 Payments, Notices and Other Communications 17.12 Payment of Own Fees and Expenses 17.13 Severability 17.14 Waiver 17.15 Witness This Exclusive License Agreement (this “Agreement”), effective as of this December ____, 2005, is entered into by and between Migenix, Inc., a British Columbia corporation having its offices at BC Research Complex, 0000 Xxxxxxxx Xxxx, Xxxxxxxxx, XX, Xxxxxx X0X 0X0 (“Licensor”) and Cutanea Life Sciences, Inc., a corporation duly organized and existing under the laws of the State of Delaware with head quarters at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 (the “the Company”).
