Infringement by Third Party. 6.1 Caltech shall protect the Licensed Patent Rights from infringement and prosecute infringers when, in its sole reasonable judgment, such action may be reasonably necessary, proper and justified. Notwithstanding the foregoing, Licensee shall have the right to Sublicense any alleged infringer pursuant to Paragraph 2.1.
6.2 If Licensee shall have supplied Caltech with evidence of infringement of Licensed Patent Rights by a third party, Licensee may by notice request Caltech to take steps to enforce the Licensed Patent Rights. If Licensee does so, and Caltech does not, within fifteen (15) days of the receipt of such notice, either (a) cause the infringement to terminate or (b) initiate a legal action against the infringer, Licensee may, upon notice to Caltech, initiate an action against the infringer at Licensee's expense, either in Licensee's name or in Caltech's name if so required by law.
6.3 If a declaratory judgment action alleging invalidity, unenforceability or infringement of any of the Licensed Patent Rights is brought against Licensee and/or Caltech, Caltech shall defend same in accordance with Section 6.
1. Licensee shall have sole control of the action if Licensee agrees to bear all the costs of the action subject to Article 6.8.
6.4 In the event one party shall carry on a legal action pursuant to Paragraphs 6.1, 6.2 or 6.3, the other party shall fully cooperate with and supply all assistance reasonably requested by the party carrying on such action, including by using its best efforts to have its employees testify when requested and to make available relevant records, papers, information, samples, specimens, and the like. A party controlling an action pursuant to Paragraphs 6.2 or 6.3 shall bear the reasonable expenses incurred by said other party in providing such assistance and cooperation as is requested pursuant to this Paragraph. A party carrying on such an action shall keep the other party informed of the progress of such action, and said other party shall be entitled to be represented by counsel in connection with such action at its own expense. To the extent not reimbursed by Caltech, Licensee's reasonable and customary expenses for such action (including attorneys' fees) shall be fully creditable against royalties owed to Caltech hereunder, provided that in no one year shall such expenses be credited against more than fifty percent (50%) of royalty payments to Caltech. Any excess such expenses may be carried over and credited against r...
Infringement by Third Party. (a) BMS shall notify ENZON of any infringement by a third party of any PATENT RIGHTS in the FIELD that BMS is aware of, and shall provide ENZON with the available evidence, if any, of such infringement.
(b) ENZON shall have the exclusive right and sole discretion during the term of this Agreement to stop such infringement including bringing suit or other proceeding against the infringer in its own name and BMS shall be kept informed at all times of all such actions taken by ENZON. If ENZON requests, BMS may, at BMS' discretion, assist ENZON as a party to the lawsuit or other proceeding at ENZON's expense; however, ENZON shall retain control of the prosecution of such suit or proceeding, as the case may be.
(c) ENZON shall bear all its costs incurred in connection with such lawsuit or other proceeding, and consequently shall be entitled to collect and retain for its own account such damages and profits as may be accrued as a result of such lawsuit or other proceeding; provided, however, that, if (and only if) such damages and profits have been determined on the basis of such infringement, then the total amount of such damages and profits, net of ENZON's lost royalties hereunder, litigation costs and expenses, shall be shared with BMS as follows: ENZON shall be entitled to [*] of such net amount; and BMS shall be entitled to the remainder.
(d) If third party infringement in the FIELD in a particular country continues for more than six months after BMS' notice to ENZON under this Section 7.3, then any royalty obligation incurred by BMS under Section 4.3 hereof shall be reduced by [*] until such third party infringement terminates. For purposes of the above sentence, sales by a third party of infringing product in such country shall not be considered to be "third party infringement" unless such sales, together with sales of infringing product by any other third parties, equal or exceed [*] of BMS sales of PRODUCT in such country.
(e) Nothing in this Agreement shall be construed as obligating ENZON, or giving BMS the right, to proceed against a third party infringer.
Infringement by Third Party. (a) Each party will promptly notify the other party of any infringement or possible infringement of any of the Patents or other Licensed Technology. Licensee shall have the right, but not the obligation, to prosecute such infringement at its own expense. In such event, UM shall cooperate with Licensee, at UM's expense. Licensee shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on UM or grants any rights to the Licensed Technology which are inconsistent with the rights and obligations of Licensee or UM pursuant to this Agreement, without UM's written consent.
(b) If Licensee fails to prosecute or chooses not to prosecute such infringement within one hundred and twenty (120) days after receiving notice thereof, UM shall have the right, but not the obligation, to prosecute such infringement at its own expense. In such event, Licensee shall cooperate with UM, at UM's expense.
Infringement by Third Party. Subject to the provisions of this Section 8.3, in the event that Licensee becomes aware that any Licensor Patent Right is being infringed by a Third Party or is subject to a declaratory judgment action arising from such infringement, Licensee shall promptly notify Licensor. Licensor shall have the sole right (but not the obligation) to enforce the Licensor Patent Rights covering the Technology (an “Enforcement Action”). Licensee shall reasonably cooperate with Licensor in all such actions or proceedings. Licensee agrees to be joined as a plaintiff if necessary and shall provide all reasonable cooperation (including any necessary use of its name) required to prosecute such litigation at Licensor’s cost and expense. Licensor shall have the sole benefit of any damages collected from any such Enforcement Action. [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND FILED SEPARATELY WITH THE COMMISSION
Infringement by Third Party. Licensee shall promptly notify Medtronic and Medtronic shall promptly notify Licensee in writing if Medtronic or Licensee knows or has reason to believe that the rights of Medtronic or Licensee relating to the Subject Technology are being infringed by a third party.
Infringement by Third Party. In the event NDD or CMS has reason to believe that a Third Party (other than a licensee from NDD) may be infringing any of the Patent Rights, such party shall promptly notify the other party. NDD and CMS shall consult regarding any such infringement and each shall have the right to institute action for infringement of the Patent Rights against a Third Party in accordance with the following:
(A) Absent an agreement to xxx jointly, CMS shall have the right to file and control prosecution of any suit seeking to enjoin or recover damages from infringers of any patent included within the Patent Rights. NDD shall cooperate with CMS in the prosecution of any such suit. CMS shall bear the entire cost and expense of any such suit and any monetary recovery shall be shared 95% for CMS and 5% for NDD. CMS shall not settle any such action in a manner prejudicial to the Patent Rights without NDD's prior written approval, which shall not be unreasonably withheld.
(B) In the event that CMS does not institute or prosecute any suit to enjoin or recover damages from any infringer, NDD may do so at its expense after giving CMS sixty (60) days notice and CMS having failed to exercise its right under (A).
Infringement by Third Party. Subject to the provisions of this Section 8.3, in the event that [***].
Infringement by Third Party. In the event SMSI or CMS has reason to believe that a Third Party may be infringing any of the Patent Rights, such party shall promptly notify the other party. SMSI, may in its discretion, elect to enforce the Patent Rights, through legal action or otherwise, and CMS agrees to cooperate with SMSI in such enforcement. If CMS has given written notification to SMSI of a Third Party infringement and has delivered satisfactory documentation to SMSI evidencing that the Third Party's infringing product is competitive with CMS's Licensed Product in the same country and total sales of such infringing product of the Third Party infringer are equal to or exceed one hundred thousand U.S. dollars (US$100,000) in an Agreement Year in the same country, then if SMSI fails to take commercially reasonable steps to enforce the Patent Rights within three (3) months of such notification, CMS's royalty rate applicable to sales in that country shall be decreased by one-half until such time as SMSI brings such action or otherwise resolves the issue of infringement.
Infringement by Third Party. The Licensee shall promptly keep the Licensor informed about any information it receives in respect of any infringement by any third party of any right in the relevant Licensed Intellectual Property of the Licensor. The Licensor shall have all the proprietary rights to, at its sole discretion, decide whether or not to initiate a lawsuit in respect thereof. If the Licensor chooses to bring a lawsuit in respect of that infringement, then the Licensor will be fully entitled to control the lawsuit.
Infringement by Third Party. (a) Each Party shall notify the other Party promptly of any conduct on the part of Third Parties that it deems to be a potential infringement, misappropriation, act of unfair competition, dilution or other violation of the BioCryst Intellectual Property Rights.
(b) BioCryst will have the first right, in its sole discretion and expense, to take any and all action it deems necessary to stop such violation, including the bringing of an action based on the BioCryst Intellectual Property Rights or for unfair competition with respect thereto. BioCryst will exclusively control the prosecution or settlement of any such action and will bring such action in the name of BioCryst only or in the name of both BioCryst and Shionogi. Shionogi shall have the right (but not obligation) to participate in such action through its own counsel at Shionogi’s cost. If BioCryst does not take any action to stop such violation within sixty (60) days from the date when either of BioCryst or Shionogi notifies the other Party of such violation, Shionogi shall have the right (but not obligation) to take any and all action it deems necessary to stop such violation. In either case, the Parties shall provide all reasonable assistance to each other and reasonably cooperate to prosecute or settle such action. Each of BioCryst and Shionogi shall recover their respective actual out-of-pocket expenses or equitable proportions thereof associated with any such action or settlement thereof from any monetary proceeds, damages and other relief obtained by BioCryst and/or Shionogi. Any excess amount shall be retained by the Party in charge of the enforcement action; provided, however, that if such party is Shionogi, all such proceeds shall be deemed to be “Net Sales” under the terms of this Agreement, for which a royalty shall be paid to BioCryst.
(c) In the event that any action is brought against BioCryst or Shionogi or any Affiliate of either Party alleging the violation of the Intellectual Property Rights of a Third Party by reason of the Development, manufacture or Commercialization of Compound and/or Licensed Product in the Field and in the Territory, Shionogi shall have the first right, but not the obligation, to defend itself and BioCryst in such action at its sole expense. BioCryst shall have the right to participate in such action through its own counsel at BioCryst’s cost. The Parties shall provide all reasonable assistance to each other and reasonably cooperate to defend or settle such act...
