Infringement of Licensed Patents. (a) During the License Term, if either Party or any of its Affiliates or Permitted Sublicensees becomes aware of any actual or threatened infringement of any Licensed Patents based on the manufacture, sale, offer for sale, or importation of a Licensed Product by a third party in North America or any claim that a Licensed Patent is invalid or unenforceable, such Party or its Affiliates or Permitted Sublicensees shall promptly notify the other Party in writing. In addition, if Alliant or any of its Affiliates or Permitted Sublicensees becomes aware of any actual or threatened infringement of any Licensed Technology or the Licensed Development Technology, Alliant or its Permitted Sublicensees (as applicable) shall promptly notify BioMarin and Ascent in writing as required by the Ascent License.
(b) BioMarin or its licensor or Affiliate (as applicable) shall have the first right, but not the obligation, to initiate and conduct legal proceedings to enforce or defend the Licensed Patents; provided, however, that if the proceeding takes place after the Acquisition Date and involves Licensed Patents (other than those licensed by Cima to BioMarin under the Cima License) (collectively, “BioMarin Enforced Patents”), Alliant shall have the right to participate in any such action involving BioMarin Enforced Patents at its expense. If Alliant participates in any such action, BioMarin or its Affiliate shall have sole control of the conduct of any such action which it brings, provided that Alliant shall have the right to provide ongoing comments and advice regarding its position in such action, which comments shall be considered in good faith by BioMarin. Alliant and its Permitted Sublicensees shall, at the request and expense of BioMarin or its licensors or Affiliates, cooperate and provide reasonable assistance in any action described involving actual or threatened infringement of any Licensed Patents, Licensed Technology, or Licensed Development Technology referenced in this Section 11.2, and if required by law, join such action. Any recovery or compensation resulting from such proceeding, including without limitation non-monetary rights, shall being entirely to BioMarin or its Affiliates or its licensors (as applicable).
(c) During the License Term after the Acquisition Date, if (i) BioMarin or its Affiliates fail to take action against such threatened or actual infringement of the BioMarin Enforced Patents or to defend the BioMarin Enforced Patents within a reasonabl...
Infringement of Licensed Patents. In the event that either Party becomes aware that a Third Party is infringing any rights in the Genentech Patents, such Party shall promptly notify the other. InterMune shall have the right, in Connetics' stead, to enforce the Genentech Patents to the full extent Connetics has such rights under the Genentech License, and Connetics will reasonably cooperate with InterMune in such enforcement actions and take all reasonably necessary steps to facilitate InterMune's enforcement of the Genentech Patents.
Infringement of Licensed Patents. Each Party shall act in good faith to inform the other of any infringement of any of the Archemix Licensed Patents and/or SomaLogic Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Licensed Patents within each of the Parties’ licensed fields by any Third Party of which it becomes aware. Subject to Section 6.2, each Party shall have the right (but not the obligation), at its own expense, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of its rights under the Licensed Patents by a Third Party, with legal counsel of its own choice. Prior to bringing suit (or taking other appropriate legal action), notice will be provided to the other Party and the Parties will have an opportunity to confer regarding the suit. Any damages, monetary awards or other amounts recovered, whether by judgment or settlement, pursuant to any suit, proceeding or other legal action taken by a single Party under this Section shall belong solely to the Party bringing such action. In the event the Parties mutually agree that the activities of a Third Party constitute an actual, alleged or threatened infringement of both Parties’ rights under the Licensed Patents, subject to any restrictions contained within Third Party Agreements, the Parties, acting through the Patent Coordinators, shall jointly determine whether to bring suit (or take other appropriate legal action) against the actual, alleged or threatened infringement. If both Parties desire to take such action, they shall jointly determine how to share the expense and proceeds, if any, of the action and they shall jointly choose legal counsel. If the Parties can not agree on how to jointly proceed, then each Party shall have the right (but not the obligation), at its own expense, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of its rights under the Licensed Patents by a Third Party, with legal counsel of its own choice. If either Party declines to take any such action, the other Party shall have the right (but not the obligation), at its own expense, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of its rights under the Licensed Patents by a Third Party, with legal counsel of its own ch...
Infringement of Licensed Patents. With respect to any notice of a Third Party infringement of the Licensed ISI Patents or Licensed Alphatec Patents, the Parties shall meet as soon as reasonably practicable to discuss such infringement and determine an appropriate course of action. The Parties jointly shall appoint one of the Parties as the “Leading Party” to bring an action against such Third Party infringer or otherwise address such alleged infringement within sixty (60) days from the date of notice and to control such litigation or other means of addressing such infringement as follows:
6.3.1 In the event that the Third Party is believed to solely infringe the non-exclusive rights granted by ISI to Alphatec under this Agreement, then ISI shall have the first option to be the Leading Party. In all other situations, Alphatec shall have the first option to be the Leading Party.
6.3.2 If a Party with the option to be the Leading Party declines such option, the other Party shall have the option to become the Leading Party. The Party that is the non-Leading Party shall cooperate with the Leading Party in any such suit brought by the Leading Party, and shall have the right to consult with the Leading Party and participate in and be represented by independent counsel in such litigation at its own expense. If a non-Leading Party elects not to be represented by an independent counsel, the Leading Party shall bear all of non-Leading Party’s litigation expenses (including legal fees and costs). The Leading Party shall not have the right to settle any patent infringement litigation under this section in a manner that diminishes the rights or interests of the non-Leading Party without the prior written consent of the non-Leading Party, such consent not to be unreasonably withheld or delayed. Any recoveries obtained by either Party shall be allocated to each Party on a pro rata basis based on the costs and expenses (including reasonable attorneys’ fees and costs) incurred in prosecuting such enforcement action pursuant to this Section 6.3.
Infringement of Licensed Patents. Each Party will notify the other Party promptly in writing upon becoming aware of any alleged or threatened infringement by a Third Party of any Licensed Patents. Arcus shall have the sole right to enforce any patent within the Licensed Patents against any infringement or alleged infringement thereof. Arcus may, at its own expense, institute suit against any infringer or alleged infringer and control and defend such *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. suit and recover any damages, awards or settlements resulting therefrom; provided that any such damages, awards or settlements shall be [***]. Arcus may retain one hundred percent (100%) of any such damages, awards or settlements. Abmuno shall reasonably cooperate in any such litigation, including, without limitation, joining any such suit, at Arcus’s request and expense. Arcus shall not enter into any settlement of any claim described in this Section 9.2 that would admit to the invalidity, narrowing of scope or unenforceability of the Licensed Patents, incur any financial liability on the part of Abmuno or require an admission of liability, wrongdoing or fault on the part of Abmuno without Abmuno’s prior written consent.
Infringement of Licensed Patents. Each Party will notify the other Party, and will require its Affiliates and sublicensees to notify it, promptly in writing upon becoming aware of any alleged or threatened infringement or violation by a Third Party of any Licensed Patents or Licensed Know-How. Arcus shall have the first right to enforce any patent within the Licensed Patents or any rights in the Licensed Know-How against any infringement or alleged infringement or other violation thereof in the Territory. Arcus may, at its own expense, institute suit in the Territory against any infringer or alleged infringer (or violator) and control and defend such suit and recover any damages, awards or settlements resulting therefrom. The amount of such damages, awards or settlements remaining after deduction of Arcus’s expenses and reimbursement to WuXi for its reasonable and documented, out-of-pocket costs may be retained by Arcus, [***]. WuXi shall reasonably cooperate in any such litigation, including, without limitation, joining any such suit in the Territory, at Arcus’s request and expense. Arcus shall not enter into any settlement of any claim described in this Section 9.2 that would admit to the invalidity, narrowing of scope or unenforceability of the Licensed Patents, incurs any financial liability on the part of WuXi or requires an admission of liability, wrongdoing or fault on the part of WuXi, without WuXi’s prior written consent. If Arcus decides not to promptly pursue such litigation in the Territory, WuXi shall have the right in its sole discretion to do so. In the event of enforcement by WuXi, Arcus will reasonably cooperate in any such litigation, including without limitation, joining any such suit if needed to provide standing. WuXi, after deducting its attorney’s fees, costs, and any other expenses (including reimbursement to Arcus of its reasonable and documented out-of-pocket costs), will split the proceeds [***].
Infringement of Licensed Patents. Each of EndoChem and Licensee shall promptly inform the other in writing of any infringement of Licensed Patents by a Third Party in the Field of Use of which it has knowledge and shall provide the other with any available information relating to such infringement (the "Infringement Notice"). In the event that the infringement is of Licensed Patents that are included in the Patent Rights, then the following provisions shall apply:
10.3.1 During the period in which, and in the jurisdiction where, the Licensee has exclusive rights under this Agreement, EndoChem shall use reasonable efforts to obtain the consent of UC to permit Licensee, on behalf of EndoChem, to notify the possible infringer of infringement or put such infringer on notice of the existence of the Patent Rights and shall confer with Licensee regarding how to proceed if UC does not so consent. If the Licensee puts such infringer on notice of the existence of any Patent Rights with respect to such infringement without first so obtaining the written consent of UC and if a declaratory judgment action is filed by such infringer against UC, then Licensee's right to initiate a suit against such infringer for infringement under Section 10.3.2 below will terminate immediately. Both EndoChem and the Licensee will use their diligent efforts to cooperate with each other and with UC to terminate such infringement without litigation.
10.3.2 If infringing activity of potential commercial significance by the infringer has not been abated within ninety (90) days following the date the Infringement Notice takes effect, then the Licensee may institute suit for patent infringement against the infringer. Licensee understands that UC may voluntarily join QuatRx EndoChem License
Infringement of Licensed Patents. Helicos shall advise PE promptly upon its becoming aware of any third party's infringement of the Licensed Patents. PE shall at all times remain the owner of the Licensed Patents with the sole right to enforce the Licensed Patents.
Infringement of Licensed Patents. In the event that either party shall become aware that the CMI Patent Rights are being infringed by a third party, such party shall notify the other of the facts in respect thereof. In the event Stryker deems that a CMI Patent Right is being or has been infringed by a third party and CMI does not file suit or resolve the matter within a period of 90 days after notice from Stryker, then and in such event Stryker shall have the right to file suit, at its own expense and for its own benefit as regards any damages and costs recovered, and shall have the right to join CMI in the event CMI is determined to be an indispensable party. In any such suit brought by Stryker, CMI shall have the right to be represented by counsel of its selection at its expense.
Infringement of Licensed Patents. Licensee will investigate and report any infringements or possible infringements of Licensed Patents to Demeter. Demeter will have the right to enforce Licensed Patents at Demeter's expense. Licensee will provide reasonable cooperation to Demeter or LSU in the conduct of such suits. Such participation by Licensee will be at the expense of Demeter or LSU, whichever entity has requested Licensee's participation. However, Licensee, at Licensee's sole option and expense, may request to join in the enforcement of Licensed Patents when the infringing activity is within the scope of any licenses granted to Licensee under this Agreement. In the event neither Demeter nor LSU brings suit to enforce Licensed Patents within ninety (90) days of notification of a potential infringement, then Licensee will have the right to request to enforce Licensed Patents on behalf of Demeter and LSU, at Licensee's expense. If Demeter and LSU do not enforce Licensed Patents and do not permit Licensee to enforce Licensed Patents regarding infringing activity occurring within the scope of any license granted to Licensee under this Agreement on their respective behalf where appropriate, then Licensee's royalty and other payment obligations under this Agreement will be suspended until such enforcement is instituted. Any damages recovered in connection with the enforcement of Licensed Patents by Licensee will be retained by Licensee. Any such recovery in excess of the expenses incurred by Licensee in pursuing said enforcement will be subject to the royalty and other payment obligations of this Agreement but only to the extent that it is attributable to sources of income concerning which Licensee is obligated to make royalty or other payments under this Agreement.
