Infringement Enforcement. (a) Licensee shall provide prompt written notice to Licensor of any infringement, misappropriation or other violation of the Licensed Trademarks by a Third Party of which it becomes aware or of any claim that comes to Licensee’s attention alleging that the Licensed Trademarks infringe, misappropriate or otherwise violate the rights of a Third Party, and provide Licensor with reasonable information and assistance. Licensee shall provide reasonable cooperation in enforcing the Licensed Trademarks at Licensor’s request and expense and agrees to be joined as a necessary party to any action. Licensor retains the sole right to defend, enforce and litigate the Licensed Trademarks and control any related legal proceeding and in no event may Licensee either take any action against a Third Party, or make any admission, concession or settlement, with respect to the Licensed Trademarks without Licensor’s consent.
(b) Notwithstanding the foregoing, SpinCo has the right and the obligation to enforce and protect the Licensed Scotch Derivative Trademarks, including initiating a suit or other enforcement action, at its sole cost and expense, after informing 3M. SpinCo shall indemnify 3M against any and all judgments entered against 3M or any other payments 3M is required to make as a result of such suit or other enforcement action. SpinCo may not settle such suit or enter into any other agreement affecting Scotch Trademarks or other Scotch derivative Trademarks owned by 3M without 3M’s written approval.
(c) Nothing contained in this Agreement shall be construed as requiring Licensor to initiate or prosecute actions or suits against Third Parties for infringement, misappropriation or other violation of any of the Licensed Trademarks or defend any actions or suits brought by a Third Party in connection with any of the Licensed Trademarks.
Infringement Enforcement. During the term of this Agreement:
(a) Licensee shall prosecute any infringement of the Patent Rights at its own expense. If Licensee prosecutes any infringement, Licensors agree that Licensee may include either or both Licensors as co-plaintiffs in any infringement suit in all cases without expense to Licensors; provided Licensee must provide prior, written reasonable notice to Licensors and obtain prior consent from Licensors, such consent not to be unreasonably withheld, prior to their inclusion as a party plaintiff and prior to the filing of the infringement action; provided further that Licensors shall consent to being included as a co-plaintiff in any infringement suit if the infringement is by a Third Party product of commercial significance that is competitive with a Licensed Product and (i) Licensors have received prior written notification from Licensee, (ii) Licensors being named as a party plaintiff is required for matters of standing, and (iii) Licensee has provided Licensors with (a) a written estimate from an outside law firm of the expenses that would be reasonably incurred in connection with such action and (b) documentation of financial records reasonably sufficient to reasonably demonstrate that Licensee has the financial wherewithal to pay such expenses as they fall due through the conclusion of such suit by means of judgement or other non-appealable decision. Licensee may not enter any settlement, consent judgment, or other voluntary final disposition of the suit without the prior, written consent of Licensors, which consent may not be unreasonably withheld. Licensee shall indemnify Licensors against any order for costs that may be made against Licensors in any proceeding undertaken pursuant to Section 8.1 and this Section 8.2(a).
(b) If, within [**] after receiving notice of, or otherwise becoming aware of, an alleged infringement, Licensee is unsuccessful in persuading the alleged infringer to desist, has not brought an infringement action against the alleged infringer, or notifies Penn or UFRF, as Table of Contents applicable, of its intention not to bring suit against the alleged infringer, then, and in those events only, Licensors may but are not obligated to prosecute at their own expense the alleged infringement of the Patent Rights. Licensors may use the name of Licensee as party plaintiff in the infringement action (in which case the applicable Licensor must provide reasonable notice to Licensee of its inclusion as party plain...
Infringement Enforcement. Both parties agree to cooperate fully with each other in any enforcement action, and to confer with each other on the disposition and prosecution of claims against third parties for infringement of Intellectual Property Rights in the Technology. In the event that the non-suing party is named as a party plaintiff or joined to the action, such party can agree to be represented by the other party's attorneys at the other party's cost or may retain its own attorney at its own expense (but without affecting which party controls the action).
Infringement Enforcement. Licensee shall provide prompt written notice to Company of any infringement, misappropriation or other violation of the Licensed Trademarks by a third party of which it becomes aware or of any claim that comes to Licensee’s attention alleging that the Licensed Trademarks infringe, misappropriate or otherwise violate the Intellectual Property Rights of a third party, and provide Company with any reasonable information and assistance that Company may require in connection with any of the foregoing. Licensee shall provide reasonable cooperation in enforcing the Licensed Trademarks at Company’s request and expense, and agrees to be joined as a necessary party to any action. Company shall be entitled to retain all proceeds of such action and shall make the relevant Licensee whole for reasonable litigation fees and expenses relating to such enforcement. Company retains the sole right to defend, enforce and litigate the Licensed Trademarks and control any related legal proceeding and in no event may either Licensee take any action against a third party, nor make any admission, concession or settlement, with respect to the Licensed Trademarks, without Company’s prior written consent. Nothing contained in this Agreement shall be construed as requiring Company to initiate or prosecute actions or suits against third parties for infringement, misappropriation or other violation of any of the Licensed Trademarks or defend any actions or suits brought by a third party in connection with any of the Licensed Trademarks.
Infringement Enforcement. SpinCo shall provide prompt written notice to 3M of any infringement, misappropriation or other violation of the 3M Trademark by a third party of which it becomes aware or of any claim that comes to SpinCo’s attention alleging that the 3M Trademark infringes, misappropriates or otherwise violates the rights of a third party, and provide 3M with reasonable information and assistance. SpinCo shall provide reasonable cooperation in enforcing the 3M Trademark at 3M’s request and expense and agrees to be joined as a necessary party to any action. 3M retains the sole right to defend, enforce and litigate the 3M Trademark and control any related legal proceeding and in no event may SpinCo either take any action against a third party, or make any admission, concession or settlement, with respect to the 3M Trademark.
Infringement Enforcement. Licensee undertakes the obligation to notify Licensor of infringement of Licensor Patents by third parties of which it becomes aware. Licensor has the sole right to enforce Licensor Patents against infringers. In no event will Licensor be obligated to exercise such right. In the event Licensor elects to enforce Licensor Patents, Licensee will provide reasonable cooperation to Licensor, at Licensor's expense, to assist Licensor in the enforcement of Licensor Patents including without limitation providing necessary witnesses, materials and documents. Licensee does not receive rights to enforce the Licensed Patent Rights under this License Agreement.
Infringement Enforcement. Distributor agrees to use its best efforts to cooperate in Company's efforts to protect its proprietary rights. Distributor agrees to immediately notify Company of any known or suspected breach of Company's proprietary rights that comes to Distributor's attention.
Infringement Enforcement. If Licensee becomes aware of any infringement, misappropriation, or other unauthorized use of the Sublicensed IP, it will promptly provide Deverra written notice thereof, including available evidence of such infringement, misappropriation, or other unauthorized use. Licensee has no rights to enforce any Sublicensed IP or to require Deverra or FHCRC to do so; provided, however, that if Deverra does not file suit, or otherwise take any action to xxxxx, against a substantial infringer of the Sublicensed IP in the Field within three (3) months of written notice by Licensee of such infringement, and if requested by Licensee, Deverra will notify FHCRC that Licensee desires to exercise Xxxxxxx’s rights to enforce the Sublicensed IP in the Field as set forth in the FHCRC License Agreement and facilitate an introduction between FHCRC and Licensee so Licensee may discuss enforcement directly with FHCRC.
Infringement Enforcement. ADNAS shall contest and defend any Third Party infringement actions relating to any Licensed Patents or Licensed Know-How, and shall take all steps necessary to eliminate any infringement or interference. Any costs associated with an action brought by ADNAS shall be borne by ADNAS and ADNAS shall be solely entitled to receive and retain any recovery from any such action. If ADNAS does not file suit against any infringer and the infringement involves subject matter which is the subject of an exclusive license to HAI, then HAI shall the right, but not the obligation, to an enforcement action to eliminate such infringement or interference. ADNAS agrees to cooperate as necessary to enable such action. Any costs associated with an action brought by HAI shall be borne by HAI and HAI shall be solely entitled to receive and retain any recovery from any such action.
Infringement Enforcement. Licensee will have the first right (but not the obligation), at its expense, to enforce its rights in the Licensed Technology against any infringement or alleged infringement of such rights in Japan and Licensor will have the first right (but not the obligation), at its expense, to enforce its rights in the Intellectual Property against any infringement or alleged infringement of such rights in South Korea and Taiwan. The right to enforce includes, but is not limited to, defending any declaratory judgment, non-infringement or invalidity actions. If the party having the first right to enforce under this Section 15 (“Infringement Litigation”) declines or fails to commence enforcement within thirty (30) days of receiving a written request from the other party to enforce the Intellectual Property rights against any infringement or alleged infringement of such rights, the other party shall have the right to enforce such rights, at its own expense, using counsel of its choice. The party prosecuting the Intellectual Property rights will retain one hundred percent (100%) of any recovery or settlement received from any enforcement under this Section 15 (“Infringement Litigation”), unless the other party has joined in the prosecution and the parties have agreed to split the recovery or settlements. The non-prosecuting party will provide reasonable assistance to the prosecuting party, including by joining as a nominal party and executing such documents as the prosecuting party may reasonably request, at the prosecuting party’s expense, with respect to such actions.
