Infringement of the Patents. 6.2.1 Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents in the Field, and the Parties shall consult with each other to decide the best way to respond to such infringement.
6.2.2 If the Parties fail to agree on a joint programme of action, including how the costs of any such action are to be borne and how any damages or other sums received from such action are to be distributed, then the Licensee shall be entitled to take action against the third party at its sole expense, subject to the following provisions of this Clause 6.2.
6.2.3 Before starting any legal action under Clause 6.2, the Licensee shall consult with (and take account of the view of) Chroma as to the advisability of the action or settlement, its effect on the good name of Chroma, the public interest, and how the action should be conducted.
6.2.4 If the alleged infringement is both within and outside the Field, the Parties shall also co-operate with Chroma’s other licensees (if any) in relation to any such action and shall take such action in respect of such infringement as Chroma may request in writing.
6.2.5 The Licensee shall indemnify Chroma for all Claims (including any damages, costs, expenses and liability of whatsoever nature) incurred in relation to such action within 30 days of being notified of the amount of such expenses by Chroma. The Licensee shall in addition pay to Chroma a royalty of 15% (fifteen percent), in accordance with Clause 4, on any damages received from such action as if such damages were Net Receipts of the type envisaged in Clause 4.4.3.2.
6.2.6 Chroma may agree to be joined in any suit to enforce such rights subject to being indemnified and secured in a manner acceptable to Chroma in its absolute discretion as to any costs, damages, expenses or other liability and shall have the right to be separately represented by its own counsel at the Licensee’s expense.
Infringement of the Patents. 6.3.1 Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents to which Celldex has a current license under the terms of this Agreement, and the Parties shall consult with each other to decide the best way to respond to such infringement
6.3.2 If the Parties fail to agree on a joint programme of action, including how the costs of any such action are to be borne and how any damages or other sums received from such action are to be distributed, then Celldex shall be entitled to take action against the Third Party at its sole expense, subject to the following provisions of this Clause 6.
6.3.3 Before starting any legal action under Clause 6, Celldex shall consult with Southampton as to the advisability of the action or settlement, its effect on the good name of Southampton, the public interest, and how the action should be conducted.
6.3.4 Celldex shall reimburse Southampton for any reasonable expenses incurred in assisting it in such action. Celldex shall pay Southampton royalties, in accordance with Clause 4, on any compensatory damages received from such action as if such damages were Net Sales Value on the sale of Licensed Products or Net Receipts, depending on the nature of the payment. Celldex shall retain any enhanced damages or attorneys fees received from such action.
6.3.5 Celldex shall have the right to join Southampton to any suit, at Celldex’s own expense, to enforce such rights if necessary to establish standing to bring such suit, subject to being indemnified and secured in a reasonable manner as to any costs, damages, expenses or other liability, and Southampton shall have the right to be separately represented by its own counsel at its own expense. In addition, Southampton reserves the right to join in any suit, at Southampton’s own expense, to enforce such rights.
Infringement of the Patents. 6.2.1 Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents in the Field, and the Parties shall consult with each other to decide the best way to respond to such infringement.
6.2.2 If the Parties fail to agree on a joint programme of action, including how the costs of any such action are to be borne and how any damages or other sums received from such action are to be distributed, then Bioenvision shall be entitled to take action against the third party at its sole expense and it shall be entitled to all damages or other sums received from such action, after reimbursing Royal Free for any reasonable expenses incurred in assisting it in such action. Royal Free shall agree to be joined in any suit to enforce such rights subject to being indemnified and secured in a reasonable manner as to any costs, damages, expenses or other liability and shall have the right to be separately represented by its own counsel at its own expense. If the alleged infringement is both within and outside the Field, the Parties shall also co-operate with Royal Free's other partners (if any) in relation to any such action.
Infringement of the Patents. 6.2.1 Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents in the Field, and the Parties shall consult with each other to decide the best way to respond to such infringement.
6.2.2 If the Parties fail to agree on a joint programme of action, including how the costs of any such action are to be borne and how any damages and other sums received from such action are to be distributed, then the Licensee shall be entitled to take action against the third party at its sole expense, subject to the following provisions of this Clause 6.2.
Infringement of the Patents. (a) Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents in the Field.
(b) Subject to clause 6.2(c), the Licensee shall be entitled to take legal or other action against any third party to enforce the Patents at its sole expense. If required by law CE shall agree to be joined in any such legal action (and may elect to take part in the proceedings) at the expense of the licensee subject to being indemnified and secured in a reasonable manner as to any costs, damages, expenses or other liability. CE shall have the right to be separately represented in any legal action by its own counsel at its own expense.
(c) Before starting legal action in accordance with sub-clause 6.2(b) or agreeing to any settlement, the Licensee shall consult CE and take its views into account about the advisability of the action or settlement, its effect on the University and CE’s reputation and good name, the effect on any other CE licensees of any of the Licensed Technology, the public interest and how the action should be conducted. Any monetary recovery from any legal or other action shall be dealt with as follows: [**].
Infringement of the Patents. 6.3.1 Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents in the Field, and the Parties shall consult with each other to decide the best way to respond to such infringement.
6.3.2 If the Parties fail to agree on a joint programme of action, including how the costs of any such action are to be borne and how any damages or other sums received from such action are to be distributed, then any time after the Option Exercise Date Somantis shall be entitled to take action against the third party at its sole expense and it shall be entitled to all damages or other sums received from such action, after reimbursing The School of Pharmacy for any reasonable expenses incurred in assisting it in such action and any damages or sums received from such action which relate to the period before the Option Exercise Date. The School of Pharmacy shall agree to be joined in any suit to enforce such rights subject to being indemnified and secured in a reasonable manner as to any costs, damages, expenses or other liability and shall have the right to be separately represented by its own counsel at its own expense.
Infringement of the Patents. INTELLECTUAL PROPERTY RIGHTS
a) During the Term, each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement in the Territory of any of the Pieris Rights, the Pieris Arising IP, the Pieris Acquired IP, the Zydus Rights, the Zydus Arising IP, the Zydus Acquired IP or the Joint Arising IP, and the Parties shall consult with each other to decide the best way to respond to such infringement.
b) During the Term, if the Parties fail to agree on a joint program of action, including how the costs of any such action are to be borne and how any damages or other sums received from such action are to be distributed, then the Party (the “Enforcing Party”) in whose Territory such infringement has taken place shall be entitled to take action against the applicable Third Party at its sole expense and the other Party (the “Abstaining Party”) hereby agrees to be joined by the Enforcing Party in any legal proceeding where the Applicable Law requires the Abstaining Party’s participation for the Enforcing Party to initiate and maintain such proceeding. In this regard, the Enforcing Party shall have control over such proceeding and the Abstaining Party shall reasonably cooperate with the Enforcing Party and defer to the Enforcing Party’s decisions. The damages or other sums received from such action (the “Receipts”) shall be distributed as follows: After deducting its own documented legal costs and reimbursing the other Party for any reasonable expenses incurred in assisting it in such action, the enforcing Party shall pay [***] of all remaining Receipts to the other Party, and shall keep the balance of the remaining Receipts for itself. Notwithstanding the foregoing, during the Term, only the Continuing Party under Section 4(4) can take action against the applicable Third Party in the Territories,
Infringement of the Patents. In the event that either Party learns of any infringement of any Licensed Patents (including Joint Patents) or Neurocrine Patents under this Agreement or any certification filed under the Xxxxx-Xxxxxx Act or declaratory judgment action claiming that any Licensed Patents or Neurocrine Patents are invalid or unenforceable or claiming that any such Patents would not be infringed by the making, use, offer for sale, sale or import of a product for which an application under the Xxxxx-Xxxxxx Act is filed or any equivalent or similar certification or notice in any jurisdiction worldwide (each an "Infringement"), such Party shall promptly, but in all cases within [***] days of any notice of Infringement, inform the other Party and shall provide the other Party with reasonable evidence of such Infringement of which it is aware. Neurocrine shall have the sole right, but not the obligation, to initiate and litigate at its sole cost and expense any Infringement action against any party believed to be infringing the Licensed Patents (including Joint Patents) or Neurocrine Patents, except that Heptares shall have the first right, but not the obligation, to initiate and litigate at its sole cost and expense any Infringement action against any party believed to be infringing the Licensed Patents or Neurocrine Patents that cover the M1 Target Agonists in Japan provided that Heptares shall not take any such action if Neurocrine believes that taking such action would be reasonably likely to have a material adverse effect on the Development and Commercialization of any Licensed Product in the Territory or on any of the Licensed Patents or any of the Neurocrine Patents in the Territory. In the event the Party having such right ("the Enforcing Party") elects to initiate such proceeding, the Enforcing Party shall have the sole right to direct the litigation, to name the other Party in any such litigation proceeding as a party, and to elect when, whether and on what terms to settle such litigation at its cost and to receive any awards. The other Party shall cooperate fully in any Infringement action pursuant to this clause 7.6, including by being named as a necessary party to, such action at the Enforcing Party’s cost and subject to the other Party being indemnified by the Enforcing Party in respect of all costs and liabilities associated with being so named. In the event that the Enforcing Party elects not to initiate such proceeding to enforce Licensed Patents, Heptares Existin...
Infringement of the Patents. Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents, and the Parties shall consult with each other to decide the best way to respond to such infringement.
Infringement of the Patents. (a) Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents.
(b) Subject to clause 6.2(c), the Licensee shall be entitled to take legal or other action against any third party to enforce the Patents in respect of infringements in the Field at its sole expense and in its sole discretion . If required by law Syncona shall agree to be joined in any such legal action (and may elect to take part in the proceedings) at the expense of the Licensee subject to being indemnified and secured in a reasonable manner as to any costs, damages, expenses or other liability. Syncona shall have the right to be separately represented in any legal action by its own counsel at its own expense.
(c) Before starting legal action in accordance with sub-clause 6.2(b) or agreeing to any settlement, the Licensee shall consult Syncona and take its views into account about the advisability of the action or settlement.
(d) Any monetary recovery from any such legal or other action shall be dealt with as follows: [**]
(e) Syncona shall retain the sole right and sole discretion to take any action against an infringer or potential infringer of any of the Patents in the Syncona Field, subject to the following:
(I) Syncona shall have obtained advice from experienced patent counsel that infringement proceedings stand a reasonable chance of success;
(II) Syncona shall first discuss the matter and the advice received from patent counsel with the Licensee; and
(III) Syncona shall reasonably take in to account the Licensee’s views about the advisability of any action.
