Infringement Claims Against Third Parties. (a) To the extent either Party becomes aware that any of the Q-Med IP or Joint Patents is being infringed by a Third Party’s manufacture, importation, sale, offer for sale or use of a product in the Territory, and such actual or suspected infringement does or is reasonably likely to adversely affect the Commercialization of a Licensed Product (the “Infringement”), the Party first having knowledge of such Infringement shall promptly notify the other in writing. The notice shall set forth the facts of such Infringement in reasonable detail.
(b) If the Infringement is within the Licensed Field (the “Field Infringement”), the Parties shall thereafter consult and cooperate fully to determine a course of action, including the commencement of legal action by either or both Parties, to terminate any such infringement in accordance with the terms set forth below. If the Infringement is outside the Licensed Field, Q-Med will keep QMS reasonably informed of the status of and the activities in any litigation or settlement concerning the Q-Med IP, but QMS shall have no right to commence or maintain any Action in respect of such Infringement, nor shall QMS have any right to any proceeds of such Action.
(c) Q-Med shall have the first right, but not the obligation, to bring an Action or take other appropriate steps in respect of the Field Infringement. If Q-Med fails to undertake efforts to investigate a Field Infringement within [*] days after it receives a written request from QMS to do so, or if Q-Med fails to bring an Action to xxxxx a Field Infringement within [*] days after it receives a written request from QMS to do so, or if Q-Med notifies QMS in writing before such periods expire that Q-Med does not intend to take any action, or if Q-Med discontinues the prosecution of any such Action after filing, QMS may, in its discretion, and at its cost and expense, undertake such Action as it deems necessary to enforce the Q-Med IP or Joint Patents in respect of such Field Infringement. In no event shall either Party settle any action referred to in this Section 7.5 with any Third Party if such settlement would materially affect any of the rights of the other Party (as determined by that Party in its reasonable discretion) under this Agreement, without the prior written approval of the other Party, which approval shall not be unreasonably conditioned, withheld or delayed.
(d) In connection with any Action contemplated under this Section 7.5, the Parties shall cooperate ful...
Infringement Claims Against Third Parties. 13.1 The Licensee shall, as soon as it becomes aware, give DACS in writing full particulars of any infringements or violations of any of DACS’ / the Artist’s rights in the Work.
13.2 The Licensee agrees not to take any action against any third party who it believes has infringed the Work without the prior written consent of DACS (however, nothing in this clause shall restrict the Licensee’s ability to take any action against a third party in relation to an infringement of the Licensee’s own intellectual property rights).
13.3 The Licensee will, at the written request of DACS, give full cooperation to DACS in any action, claim or proceedings brought or threatened in respect of the Work, including joining in proceedings (at DACS’ cost). All recoveries in any such action, claim or proceedings shall belong to DACS.
Infringement Claims Against Third Parties. (a) Ophidian and Lilly each agrees to take reasonable actions to protect the Ophidian Patents and Program Patents from infringement and to protect the Program Technology from unauthorized use, when, from its own knowledge or upon notice by the other party, the party with knowledge or receiving notice becomes aware of the reasonable probability that such infringement or unauthorized use exists.
(b) If any Ophidian Patent, Ophidian Technology, Program Patent or Program Technology is infringed or misappropriated, as the case may be, by a Third
Infringement Claims Against Third Parties. Notices. Sequenom will advise Illumina promptly upon its becoming aware of: (i) any unlicensed activities which it believes may be an actual or impending infringement of any Pooled Patent in the Licensed NIPT Field; (ii) any attack on or appeal of the grant of any Pooled Patent; (iii) any published application for Patent by, or the grant of a Patent to, a Person which claims the same subject matter as any Pooled Patent; or (iv) any application made for a compulsory license under any Pooled Patent.
Infringement Claims Against Third Parties. If any Grünenthal Patent is infringed by a Third Party which is other than an Affiliate in any country in connection with the manufacture, use and sale of a Product in such country, Grünenthal shall have the primary right, but not the obligation to institute, prosecute, and control any action or proceeding with respect to such infringement of any such Grünenthal Patent by counsel of its own choice and at its own expense, with OMP having the primary right in connection with OMP Patents at OMP´s own expense. If the Party having the primary right fails to bring an action or proceeding or otherwise accomplishes to stop the infringement within one hundred eighty (180) days after a request by the other Party to do so, the other Party shall have the right to bring and control any suit for infringement under this Section, and the Party bringing any such suit shall bear all costs and expenses of the suit and shall retain any damages or other monetary awards recovered. The Party bringing suit under this Section 7.9 shall keep the other Party reasonably informed as to the progress of the suit and all settlement discussions. A settlement or consent judgment or other voluntary final disposition of a suit brought by a Party under this Section may not be entered into without the prior written consent of the Party owning the Patent which is the subject matter of the suit (which consent shall not be unreasonably withheld or delayed); provided that such settlement, consent judgment or other disposition does not admit the invalidity or unenforceability of any Patent; and provided further, that any rights to continue the infringing activity in such settlement, consent judgment or other disposition shall be limited to the product or activity that was the subject of the suit.
Infringement Claims Against Third Parties shall survive for six years after Expiration of each Pooled Patent, (c) ARTICLE VI (Confidentiality) shall survive, (d) all payment obligations under the Agreement shall survive until satisfied, (e) Section 3.7 (Records) shall survive for three years after the last day of the Term, (f) Section 7.2 (No Implied Warranty), (g) ARTICLE VIII, and (h) ARTICLE IX.
Infringement Claims Against Third Parties. 7.3.1 Vertex and Avalon each agree to * to protect their respective Patents and Technology from infringement and from unauthorized possession or use.
7.3.2 If any Vertex Patents are infringed or Vertex Know-How is misappropriated by a Third Party, the Party to this Agreement first having knowledge of such infringement or misappropriation, or knowledge of a reasonable probability of such infringement or misappropriation, shall promptly notify the other in writing. The notice shall set forth the facts of such infringement or misappropriation in reasonable detail. Vertex shall have the primary right, but not the obligation, to institute, prosecute, and control with its own counsel any action or proceeding with respect to infringement or misappropriation of such patent or technology and Avalon shall have the right, at its own expense, to be represented in such action by its own counsel. If Vertex fails to do so within a period of * after receiving notice of the infringement, Avalon shall have the right to bring and control any such action by counsel of its own choice, and Vertex shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If one Party brings any such action or proceeding, the second Party may be joined as a party plaintiff and, in case of joining, the second Party agrees to give the first Party reasonable assistance and authority to file and to prosecute such suit. The costs and expenses of all suits brought by a Party under this Section 7.3.2 shall be reimbursed to such Party and to the other Party, if it participates in such suit, pro rata, out of any damages or other monetary awards recovered therein in favor of Vertex or Avalon. Any remaining compensatory damages for infringement or misappropriation of the Vertex Patents outside the Field * and any remaining compensatory damages for infringement or misappropriation in the Field *. Any exemplary or punitive damages for infringement or misappropriation of the Vertex Patents outside the Field shall be paid to Vertex and any remaining exemplary or punitive damages for infringement or misappropriation in the Field shall *. No settlement or consent judgment or other voluntary final disposition of a suit under this Section 7.3 may be entered into without the joint consent of Vertex and Avalon (which consent shall not be unreasonably withheld).
Infringement Claims Against Third Parties. Licensor shall have the sole right to commence an action for infringement of the Marks against any third party ("OFFENSIVE INFRINGEMENT CLAIM"); provided that, before commencing any Offensive Infringement Claim which could potentially have an effect on Licensee's use of the Marks under this Agreement, Licensor shall provide Licensor ten (10) days prior written notice of such Offensive Infringement Claim and of Licensor's intent to file such action.
Infringement Claims Against Third Parties. (a) To the extent either Party becomes aware that any of the Q-Med IP is being infringed by a Third Party’s manufacture, importation, sale, offer for sale or use of a product in the Territory, and such actual or suspected infringement does or is reasonably likely to adversely affect the Commercialization of a Licensed Product (the “Infringement”), the Party first having knowledge of such Infringement shall promptly notify the other in writing. The notice shall set forth the facts of such Infringement in reasonable detail.
(b) If the Infringement is within the Licensed Field (the “Field Infringement”), the Parties shall thereafter consult and cooperate fully to determine a course of action, including the commencement of legal action by either or both Parties, to terminate any such infringement in accordance with the terms set forth below. If the Infringement is outside the Licensed Field, Q-Med will keep Ireland reasonably informed of the status of and the activities in any litigation or settlement concerning the Q-Med IP, but Ireland shall have no right to commence or maintain any Action in respect of such Infringement, nor shall Ireland have any right to any proceeds of such Action.
(c) Q-Med shall have the first right, but not the obligation, to bring an Action or take other appropriate steps in respect of the Field Infringement. If Q-Med fails to undertake efforts to investigate a Field Infringement within [*] days after it receives a written request from Ireland to do so, or if Q-Med fails to bring an Action to xxxxx a Field Infringement within [*] days after it receives a written request from Ireland to do so, or if Q-Med notifies Ireland in writing before such periods expire that Q-Med does not intend to take any action, or if Q-Med discontinues the prosecution of any such Action after filing, Ireland may, in its discretion, and at its cost and expense, undertake such Action as it deems necessary to enforce the Q-Med IP or * Confidential treatment requested; certain information omitted and filed separately with the SEC. Joint Patents in respect of such Field Infringement. In no event shall either Party settle any action referred to in this Section 7.5 with any Third Party if such settlement would materially affect any of the rights of the other Party (as determined by that Party in its reasonable discretion) under this Agreement, without the prior written approval of the other Party, which approval shall not be unreasonably conditioned, withheld or d...
Infringement Claims Against Third Parties. 8.3.1 VERTEX and NOVARTIS each agree to take reasonable actions to protect their respective patents and technology from infringement and from unauthorized possession or use.
8.3.2 If any VERTEX Patents or NOVARTIS Patents are infringed or VERTEX Know-How or NOVARTIS Know-How is misappropriated, as the case may be, by a Third Party, the party to this Agreement first having knowledge of such infringement or misappropriation, or knowledge of a reasonable probability of such infringement or misappropriation, shall promptly notify the other in writing. The notice shall set forth the facts of such infringement or misappropriation in reasonable detail. The owner of the patent or technology, or VERTEX, in the case of joint ownership between the parties hereto, shall have the primary right, but not the obligation, to institute, prosecute, and control with its own counsel any action or proceeding with respect to infringement or misappropriation of such patent or technology and the other party shall have the right, at its own expense, to be represented in such action by its own counsel. If the party having the primary right or responsibility to institute, prosecute, and control such action or prosecution fails to do so within a period of one hundred twenty (120) days after receiving notice of the infringement, the other party shall have the right to bring and control any such action by counsel of its own choice, and the other shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If one party brings any such action or proceeding, the second party may be joined as a party plaintiff and, in case of joining, the second party agrees to give the first party reasonable assistance and authority to file and to prosecute such suit. The costs and expenses of all suits brought by a party under this Section 8.3.2 shall be reimbursed to such party and to the other party, if it participates in such suit, pro rata, out of any damages or other monetary awards recovered therein in favor of VERTEX or NOVARTIS. [************************************************** ************************************************************* ************************************************************* *****************************************************] No settlement or consent judgment or other voluntary final disposition of a suit under this Section 8.3 may be entered into without the joint consent of VERTEX and NOVARTIS (which consent shall not ...
