Initial Enforcement Sample Clauses

Initial Enforcement. As between the Parties, Moderna shall have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to any Competitive Infringement of any Licensed Patent and Joint Patent by counsel of its own choice, in Moderna’s own name and under Moderna’s direction and control. The foregoing right of Moderna shall include the right to perform all actions of a reference product sponsor set forth in the U.S. Xxxxx-Xxxxxx Act or Public Health Service Act, and any ex-U.S. equivalent of such laws.
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Initial Enforcement. As between the Parties, and subject to Section 4.7: (i) with respect to any Competitive Infringement in the Territory of a Celgene PD-1 Patent, Celgene shall have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding in the Territory to the extent any claim within a Celgene PD-1 Patent is asserted in such action or proceeding; (ii) with respect to any Competitive Infringement in the Territory of a Jounce Licensed Collaboration Patent, Jounce shall have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding in the Territory to the extent any claim within a Jounce Licensed Collaboration Patent is asserted in such action or proceeding; and (iii) with respect to any Competitive Infringement in the Territory of a Joint Collaboration Patent, Jounce shall have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding to the extent any claim within a Jounce Licensed Collaboration Patent is asserted in such action or proceeding; in each case of (i) — (iii), by counsel of its own choice, in such Party’s own name and under such Party’s direction and control, provided that either Party shall keep the other Party, reasonably informed as to the status of, and all material developments in such action, including considering in good faith, the input of the other Party regarding the strategy and handling of such enforcement activities.
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Initial Enforcement. As between the Parties, and subject to Sections 7.7 and 7.8: (i) Celgene shall have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to any License Competitive Infringement of (A) any [***] under this License Agreement that [***] (such Patents, the “OncoMed Licensed Product Patents”), and (B) any Celgene Patent or any Collaboration Patent [***] pursuant to the terms of the Master Collaboration Agreement (the “Celgene Licensed Patents”), in each case by counsel of its own choice, in Celgene’s own name and under Celgene’s direction and control. The foregoing right of Celgene shall include the right to perform all actions of a reference product sponsor set forth in the U.S. Xxxxx-Xxxxxx Act or Public Health Service Act, and any ex-U.S. equivalent of the Xxxxx-Xxxxxx Act (the “Xxxxx-Xxxxxx Act”). (ii) OncoMed shall have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to any License Competitive Infringement of any OncoMed Licensed Patent that is exclusively licensed to Celgene under this License Agreement that is not an OncoMed Licensed Product Patent, by counsel of its own choice, in OncoMed’s own name and under OncoMed’s direction and control, provided that with respect to enforcement in relation to Licensed Product, OncoMed shall keep Celgene, through the JSC, reasonably informed as to the status of, and all material developments in such action, and shall consider in good faith the input of Celgene regarding the strategy and handling of such enforcement activities. The foregoing right of OncoMed shall include the right to perform all actions of a reference product sponsor set forth in the Xxxxx-Xxxxxx Act to the extent permitted under applicable Law, and if OncoMed is limited in performing such actions, Celgene shall reasonably cooperate to enable OncoMed to perform such actions.
Sample 1
Initial Enforcement. As between the Parties, Moderna shall have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to any infringement or threatened infringement of any Moderna First Right Patent by counsel of its own choice, in Moderna’s own name and under Moderna’s direction and control. The foregoing right of Moderna shall include the right to perform all actions of a reference product sponsor set forth in the U.S. Xxxxx-Xxxxxx Act or Public Health Service Act, and any ex-U.S. equivalent of such laws. If such infringement or threatened infringement would amount to Competitive Infringement of any Moderna First Right Patents, Moderna shall have the first right to determine, implement and control the appropriate course of action or any related proceeding. Moderna shall keep Immatics informed as to material developments with respect to any course of action it takes with respect to a Competitive Infringement of any Moderna First Right Patents contemplated by this Section 9.1.3 and shall provide Immatics with a reasonable opportunity to comment substantively on such action with respect to any Moderna First Right Patents.
Sample 1

Related to Initial Enforcement

  • Specific Enforcement Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

  • Non-Judicial Enforcement The Administrative Agent may enforce its rights hereunder without prior judicial process or judicial hearing, and to the extent permitted by law, each Grantor expressly waives any and all legal rights which might otherwise require the Administrative Agent to enforce its rights by judicial process.

  • Patent Enforcement (a) Each Party shall notify the other promptly after such Party becomes aware of any alleged infringement in the Field of any Patent licensed to either Party under this Agreement in any country. CURAGEN shall have the first right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement in the Field and in the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as shall be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(a). (b) The costs and expenses of bringing and maintaining any infringement action under Section 13.1(a) shall be borne solely by CURAGEN. (c) Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [*************************************************]. (d) In the event CURAGEN elects not to, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any such action.

  • Contract Enforcement Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED TO A, B2, 5-7. Enforcement of Contract and Dispute Resolution Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED 1) Vendor and DIR agree to the following: (i) a party’s failure to require strict performance of any provision of the Contract shall not waive or diminish that party’s right thereafter to demand strict compliance with that or any other provision, (ii) for disputes not resolved in the normal course of business, the dispute resolution process provided for in Chapter 2260, Texas Government Code, shall be used, and (iii) actions or proceedings arising from the Contract shall be heard in a state court of competent jurisdiction in Xxxxxx County, Texas. 2) Disputes arising between a Customer and the Vendor shall be resolved in accordance with the dispute resolution process of the Customer that is not inconsistent with subparagraph A.1 above. DIR shall not be a party to any such dispute unless DIR, Xxxxxxxx, and Vendor agree in writing. 3) State agencies are required by rule (34 TAC §20.1115) to report vendor performance through the Vendor Performance Tracking System (VPTS) on every purchase over $25,000. 1) Termination for Non-Appropriation a) Termination for Non-Appropriation by Customer

  • Law Enforcement 24.1 Each Party may cooperate with law enforcement authorities and national security authorities to the full extent required or permitted by Applicable Law in matters related to Services provided by it under this Agreement, including, but not limited to, the production of records, the establishment of new lines or the installation of new services on an existing line in order to support law enforcement and/or national security operations, and, the installation of wiretaps, trap-and-trace facilities and equipment, and dialed number recording facilities and equipment. 24.2 A Party shall not have the obligation to inform the other Party or the Customers of the other Party of actions taken in cooperating with law enforcement or national security authorities, except to the extent required by Applicable Law. 24.3 Where a law enforcement or national security request relates to the establishment of lines (including, but not limited to, lines established to support interception of communications on other lines), or the installation of other services, facilities or arrangements, a Party may act to prevent the other Party from obtaining access to information concerning such lines, services, facilities and arrangements, through operations support system interfaces.

  • ADDITIONAL ENFORCEMENT ACTIONS Upon a determination by the Director that there is a threat to the public health or the environment, or upon discovery of any new information, RIDEM reserves the right to take additional enforcement actions as provided by law or regulation, including, but not limited to, the issuance of “Immediate Compliance Orders” as authorized by R.I. Gen. Laws Section 42-17.1- 2(21). This Agreement shall not restrict any right to hearing or other right available by statute or regulation that the Respondents may have regarding any new enforcement action commenced by RIDEM after the execution of this Agreement.

  • GOVERNING LAW & ENFORCEMENT The terms of this Settlement Agreement shall be governed by the laws of the State of California and apply within the State of California. For purposes of this Settlement Agreement only, the Settling Entity stipulates that the Superior Court of California shall have personal jurisdiction over it for the limited and sole purpose of an action to enforce the terms of this Settlement Agreement, brought without joinder of other claims. As an expressed condition of this Settlement Agreement, the Settling Entity waives any exemptions under California Health & Safety Code §25249.6

  • Application for Enforcement In the event the Company fails to make timely payments as set forth in Sections 6 or 7(b) above, Indemnitee shall have the right to apply to any court of competent jurisdiction for the purpose of enforcing Indemnitee’s right to indemnification or advancement of expenses pursuant to this Agreement. In such an enforcement hearing or proceeding, the burden of proof shall be on the Company to prove that indemnification or advancement of expenses to Indemnitee is not required under this Agreement or permitted by applicable law. Any determination by the Company (including its Board of Directors, stockholders or independent counsel) that Indemnitee is not entitled to indemnification hereunder, shall not be a defense by the Company to the action nor create any presumption that Indemnitee is not entitled to indemnification or advancement of expenses hereunder.

  • Severability; Enforcement If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect.

  • Cost of Enforcement In the event either party commences a judicial action to enforce the provision of this Agreement, the prevailing party in such action shall be entitled to recover, in addition to such other amounts as may be permitted by law, all costs and expenses incurred by it in the prosecution of defense of such action, including reasonable attorneys’ fees.

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