Infringement by Third Parties Sample Clauses

Infringement by Third Parties. In the event that Novavax or the Company becomes aware of or has reasonable suspicions of third party activities in the Territory that could constitute infringement of the Novavax Patents or Patents that issue from Developed Know-How in the Territory, or with respect to ROW Patents anywhere in the world, or misappropriation of the Novavax Know-How or Developed Know-How in the Territory, or with respect to Developed Know-How any that is subject to the license granted to Novavax in Section 2.2 anywhere in the world (“ROW Know-How”), then such party shall promptly notify the other parties of such third party activities, including identification of the third party and delineation of the facts relating to such third party activities. The Company shall have the right (but shall not be obligated) to enforce the Novavax Patents, Novavax Know-How and Developed Know-How against any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, action or proceeding against such third party), at the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of the licenses granted to Novavax in Section 2.2 against any actual or alleged infringement or misappropriation thereof outside the Territory by a third party (by bringing a suit, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such an action, whichever comes first, then Novavax shall have the right (but not the obligation) to enforce the Novavax Patents and Novavax Know-How against any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, action or proceeding against such party), at Novavax’s sole expense. The non-prosecuting party shall reasonably cooperate with the prosecuting party in such enforcement activities, at the prosecuting party’s expense, including by agreeing to be named as a party to (or bringing in its own name) such suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regar...

Infringement by Third Parties. 10.2.1 Licensee shall have the right, but not the obligation, to institute and prosecute any and all suits to enjoin any and all infringes of the Licensed Patents, where such infringements affects the Licensee's use of the Technology in the Field of License; and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits which it may deem necessary. Licensee shall be entitled to retain any and all money damages it receives in connection with such suit or suits. The Licensee shall have the right to institute and prosecute such suits, and to employ its own counsel for such suits; and Licensee shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensee agrees that Licensor may join as a party plaintiff in any suit initiated by Licensee regarding the System, at Licensor's sole expense, where Licensor deems that joining as a party plaintiff is necessary and in Licensor's best interests. 10.2.2 Except to the extent that Licensee has instituted or plans to institute a suit under Article 10.2.1, Licensor shall have the right, but not the obligation, to institute and prosecute any and all infringes of the 552 Patent where such infringement affects Licensor's use, sale, or rights to the System, and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits it may deem necessary. The Licensor shall have the right to institute and prosecute such suits, and to employ its own counsel for such suits; and Licensor shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensor agrees that Licensee may join as a party plaintiff in any suit initiated by Licensor pertaining to infringement in the Field of License regarding the System, at Licensee's sole expense, where Licensee deems that joining as a party plaintiff is necessary and in Licensee's best interests.

Infringement by Third Parties. 8.1 Subject to any limitations as may be set forth in the MD Xxxxxxxx License Agreements and Dermin License Agreements WPD, at its expense, shall have the first right to (but shall not be obligated to) enforce any patent included within the Sublicensed Patent Rights against infringement by third parties in the Sublicensed Territories. After reimbursement of reasonable legal costs and expenses related to such recovery incurred by WPD, WPD agrees to pay MBI (a) the applicable royalty detailed in Section 6.1 and 6.2 above for any monetary recovery that is for sales of Sublicensed Product lost due to the infringement, and fifty percent (50%) of related punitive damages received by WPD or its affiliates; or (b) fifty percent (50%) of reasonable royalties awarded and received by WPD or its affiliates, and fifty percent (50%) of related punitive damages received by WPD or its affiliates in any monetary recovery in which the award is for reasonable royalties. 8.2 If either WPD or MBI becomes aware of any infringement or potential infringement of the Sublicensed Patent Rights, each shall promptly notify the other of such in writing. If WPD does not file suit against a potential infringer or take alternative action reasonably acceptable to MBI to end such infringement or potential infringement, within three (3) months of knowledge thereof, then, provided that such infringement is still on going, MBI may, at its sole discretion, enforce any patent licensed hereunder on behalf of itself and WPD, with MBI retaining all recoveries from such enforcement. In addition, in resolution of such infringement, MBI may grant non-exclusive license rights to the alleged infringer notwithstanding WPD’s exclusive license rights granted herein. 8.3 In any suit or dispute involving an infringer, the Parties agree to cooperate fully with each other. Each Party shall cooperate with the other including provision of documents and witnesses in the conduct of litigation against any third party infringement, whether they have commenced it or not. At the request and expense of the Party bringing suit, the other Party will permit access during regular business hours, to all relevant personnel, records, papers, information, samples, specimens and the like in its possession.

Infringement by Third Parties. If either party hereto becomes aware that any Reliant Patent Rights are being or have been infringed by any third party, such party shall promptly notify the other party hereto in writing describing the facts relating thereto in reasonable detail. Reliant shall have the initial right, but not the obligation, to institute, prosecute and control any action, suit or proceeding (an "ACTION") with respect to such infringement of Reliant Patent Rights, including defending any declaratory judgment action, at its expense, using counsel of its choice. In the event that such infringement relates to any Product, SLT shall have the right to participate in any such Action, at its own expense, using counsel of its choice. Any amounts recovered from third parties in any such Action shall be used first to fully reimburse Reliant and SLT for their costs associated with such Action (including attorneys' and expert fees) and any remainder shall be divided equally between the parties. If Reliant does not initiate or defend any Action involving Reliant Patent Rights that involves infringement relating to any Product within (a) 90 days after receiving notice of any alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then SLT shall have the right, but not the obligation, to initiate and control such an Action, and Reliant shall cooperate reasonably with SLT, at SLT's request, in connection with any such Action. Reliant shall have the right to participate in any such Action, at its own expense, using counsel of its choice. Any amounts recovered in such Action shall be used first to reimburse SLT and Reliant for the expenses incurred in connection with such Action (including attorneys' and expert fees), and any recovery that a court of competent jurisdiction designates as lost profits shall be considered Net Sales subject to royalties hereunder and any remainder shall be divided between the parties equally.

Infringement by Third Parties. (a) Each Party shall promptly notify the other Parties in writing of any actual or threatened infringement, misappropriation or other violation by a Third Party of (i) during the period ending at 11:59 p.m. PST on December 31, 2012, any Licensed US Patent Rights, and (ii) during the term of this Agreement, any Licensed Foreign Counterparts (collectively, “Third Party Infringement”) of which it becomes aware. (b) If the Third Party Infringement is in the United States, BR shall have the sole right (but not the obligation), at its own expense, to initiate and control any action to enforce the Licensed US Patent Rights against such Third Party Infringement and may name XXXX as a party plaintiff solely to the extent required to maintain standing, provided, however, BR shall reimburse XXXX for any costs or court damages incurred by XXXX as a direct result of such naming. Any recoveries resulting from an action under this subsection (b) (including any recoveries resulting from settlement) shall be for the sole benefit of Licensor. (c) If the Third Party Infringement is outside the United States, BR shall have the initial right (but not the obligation) to initiate and control any action to enforce the Licensed Foreign Counterparts against such Third Party Infringement and may name XXXX as a party plaintiff solely to the extent required to maintain standing, provided, however, BR shall reimburse XXXX for any such costs or court damages incurred by XXXX as a direct result of such naming. Before commencing an action, BR and XXXX shall consult with each other and give consideration to the other Party’s recommendations regarding the proposed action. XXXX shall reimburse BR for 50% of the documented out-of-pocket costs and expenses of an action under this subsection (c). Any recoveries resulting from an action under this subsection (c) (including any recoveries resulting from settlement) shall, after reimbursing BR and XXXX for the documented out-of-pocket costs and expenses of the action under this subsection (c), be 50% for the benefit of Licensor and 50% for the benefit of XXXX. (d) If the Third Party Infringement is outside the United States and BR does not obtain agreement from the alleged infringer to desist or fails to initiate an infringement action within: (i) 60 days following receipt of notice of the alleged infringement (120 days if BR is in active negotiations with such infringer), or (ii) 30 days before the expiration date for filing such actions, whichev...

Infringement by Third Parties. 7.1. LICENSEE, at its expense, must enforce any patent exclusively licensed hereunder against infringement in the LICENSED FIELD by third parties and is entitled to retain recovery from such enforcement. After reimbursement of LICENSEE's reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay UTMDACC either: (a) the royalty detailed in Section 4.1(d) for any monetary recovery that is for sales of LICENSED PRODUCTS lost due to the infringement and related punitive damages; or (b) fifty percent (50%) of reasonable royalties awarded and related punitive damages in any recovery in which the award is for reasonable royalties. LICENSEE must notify UTMDACC in writing of any potential infringement within thirty (30) calendar days of knowledge thereof. If LICENSEE does not file suit against a substantial infringer in the LICENSED FIELD within six (6) months of knowledge thereof then BOARD or UTMDACC may, at its sole discretion, enforce any patent licensed hereunder on behalf of itself and LICENSEE, with UTMDACC retaining all recoveries from such enforcement, and/or reduce the license granted hereunder to non-exclusive. 7.2. In any suit or dispute involving an infringer, the parties agree to cooperate fully with each other. At the request and expense of the party bringing suit, the other party will permit access during regular business hours, to all relevant personnel, records, papers, information, samples, specimens, and the like in its possession.

Infringement by Third Parties. Gen-Probe will have the right, but not the obligation, at its own expense to bring and control an action to enforce the Gen-Probe Patents, whether the infringement has occurred in the Company Field or not; provided, however, that Company will be entitled to join and participate in any such action at its own expense to the extent the alleged infringement would have a material adverse effect in the Company Field, provided that Gen-Probe will maintain control of and direction of such action. If Gen-Probe does not bring an action against the alleged infringer within 60 days after written notice from Company and the alleged infringement has occurred in the Company Field, Company may request that Gen-Probe bring and control such an action with respect to infringement in the Company Field, which request shall explain the rationale and support for taking such an action, which Gen-Probe will consider in good faith subject to agreement between Company and Gen-Probe on an appropriate sharing of costs of bringing such action, provided that Gen-Probe will maintain control of and direction of such action. Each party shall promptly notify the other par1y if it learns of any infringement matter concerning the Gen-Probe Patents. The expense of the parties in bringing suit will first be reimbursed out of any moneys recovered, with the party bringing the suit being reimbursed first. Except as otherwise agreed pursuant to any cost-sharing arrangement, the balance of any recovery shall be distributed: (a) with respect to the portion (percentage) of the total recovery that is reasonably related to infringement in the Company Field, (i) to Company in an amount equal to its lost profits or a reasonable royalty on the sales of the infringer (whichever measure of damages shall have been applied) with respect to the portion (percentage) of the total recovery that is reasonably related to infringement in the Company Field, and (ii) then to Gen-Probe in an amount equal to the royalties and other fees due Gen-Probe based on such sales (if a sales of the infringer measure of damages is applied) or a reasonable approximation of the royalties that Company would have owed to Gen-Probe on sales of Products that Company lost to the infringer (if a lost profits measure of damages is applied); and (b) 100% to Gen-Probe with respect to the portion (percentage) of the total recovery that is reasonably related to infringement outside the Company Field. The balance, if any, remaining after Company...

Infringement by Third Parties. Company shall give Dartmouth prompt notice of any incident of infringement of Dartmouth Patent Rights coming to its attention. The parties shall thereupon confer together as to what steps are to be taken to stop or prevent such infringement. Company shall be entitled to commence proceedings in its own name against the infringer, in which event Company shall be responsible for all legal costs incurred, without recourse to Dartmouth, however Dartmouth agrees to appear as a party in any such proceedings if requested by COMPANY and such request is not unreasonably burdensome on Dartmouth. Company also agrees to reimburse Dartmouth for out of pocket costs spent in connection with said request. Financial recoveries from any such litigation will first be applied to reimburse Company for its litigation expenditures and [*]% of additional recoveries will be paid to Dartmouth. If Company chooses not to commence litigation within [*] days from the date the parties confer regarding the infringement, Dartmouth may commence proceedings against the infringer, in which case Dartmouth shall be responsible for any legal costs incurred and will be entitled to retain any damages recovered. In any action to enforce Dartmouth Patent Rights, either party, at the request and expense of the other party shall cooperate to the fullest extent reasonably possible. Company may not settle any infringement action in any way detrimental to Dartmouth Patent Rights without the expressed written consent of Dartmouth.

Infringement by Third Parties. Each Party shall promptly notify the other Party in writing of any alleged or threatened infringement by a Third Party of any Tularik Patent, Roche Bioscience Patent or Joint Patent of which they become aware and provide the other Party with all evidence in its possession supporting said infringement. The Parties agree to cooperate in taking commercially reasonable legal actions to protect the commercial interests of the Parties in the Research Collaboration, Research Compounds, Development Compounds or a Product against infringement by Third Parties. The Party having responsibility for Patent Management shall take the lead in any such action. If, within [ * ] following learning of the infringement by a Third Party, such Party fails to take commercially reasonable action against the Third Party to [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. halt such alleged infringement, the other Party shall, in its sole discretion, have the right to take such action in such country as it deems warranted in its own name and/or in the name of the other Party; the Party maintaining such action shall be responsible for [ * ] and shall be entitled to receive [ * ]. If more than one Party wishes to participate in taking action to protect the commercial interests of the Parties in the Product against infringement, then an authorized representative of each Party shall control such action; the costs of maintaining such action shall be [ * ], and the damages recovered from such action for the past infringement shall be [ * ]. Each Party shall render such reasonable assistance as the prosecuting Party may request.

Infringement by Third Parties. 8.01 - Upon learning of the infringement of PATENT RIGHTS by a third party, the party learning of such infringement shall promptly inform the other party in writing of that fact along with any evidence available pertaining to the infringement. STEMCO shall have the right, at its own expense, to take whatever steps are necessary to stop the infringement and recover damages. In such case, STEMCO will keep DUKE informed of the steps taken and the progress of any legal actions taken. STEMCO will pay to DUKE [ * ] on any such damages recovered and allocated by the court, or in the absence of such allocation by the court, reasonably allocated by the mutual agreement of STEMCO and DUKE, as consideration for lost sales of LICENSED PRODUCTS that are in excess of out-of-pocket legal expenses incurred by STEMCO in enforcing the PATENT RIGHTS plus STEMCO’s reimbursement to DUKE for its out-of-pocket expenses in cooperating with STEMCO in prosecution or arbitration of such infringement. Any damages recovered by STEMCO in excess of those allocated as set forth above shall be [ * ]. If STEMCO does not undertake, within sixty (60) days of the date of the notice of infringement, to enforce the PATENT RIGHTS against the infringing party, DUKE shall have the right, at its own expense to take whatever steps are necessary to stop the infringement and recover damages, and shall be entitled to retain damages so recovered and allocated by the court, or in the absence of such allocation by the court, reasonably allocated by the mutual agreement of STEMCO and DUKE, as consideration for lost sales of LICENSED PRODUCTS that are in excess of out-of-pocket legal expenses incurred by DUKE in enforcing the PATENT RIGHTS plus DUKE’s reimbursement to STEMCO for its out-of-pocket expenses in cooperating with DUKE in prosecution or arbitration of such infringement. Any damages recovered by DUKE in excess of those allocated as set forth above shall be [ * ]. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.