Intellectual Property Enforcement. 9.1 Lonza hereby undertakes and agrees that at its own cost and expense it will:
9.1.1 prosecute or procure prosecution of such of the Patent Rights (Lonza) which are patent applications diligently so as to secure the best commercial advantage obtainable, as determined by Lonza in its commercially reasonable discretion, and will pursue, as determined by Lonza in its commercially reasonable discretion, all necessary actions against any Third Party that Lonza reasonably believes is infringing, misappropriating or violating any Lonza Intellectual Property Rights; and CONFIDENTIAL
9.1.2 pay or procure payment of all renewal fees in respect of the Patent Rights (Lonza) to ensure they are valid and subsisting for the full term thereof and in particular will procure such renewal of the registrations thereof as may be necessary from time to time so far as it is reasonable to do so with particular reference to commercial considerations.
9.2 Licensee shall use commercially reasonable efforts to promptly notify Lonza in writing if Licensee becomes aware of any claim that Licensee’s use of the Patent Rights (Lonza) and/or Know-How as permitted under this Agreement infringes or improperly or unlawfully uses the Patent Rights (Lonza) and/or Know-How. Licensee shall also use commercially reasonable efforts to promptly notify Lonza in writing if Licensee becomes aware of any infringement or improper or unlawful use of or of any challenge to the validity of the Patent Rights (Lonza) and/or Know-How. Lonza undertakes and agrees to take all such steps and proceedings and to do all other acts and things as may in Lonza’s sole discretion be necessary to defend any such claims, and to restrain any such infringement or improper or unlawful use or to defend such challenge to validity and Licensee shall permit Lonza to have the sole conduct of any such steps and proceedings including the right to settle them whether or not Licensee is a party to them. Licensee shall have the right at its own cost and for its own benefit to initiate, prosecute and control the enforcement of the Patent Rights (Lonza) against infringement by a Third Party in the Territory if all of the following conditions are fulfilled (a) the product manufactured through the infringing activity is a competing product to the Product, (b) Lonza has not granted rights to Third Parties which prevent Lonza from granting such a right to enforce to Licensee, and (c) Lonza does not initiate proceedings within [*] days of b...
Intellectual Property Enforcement. 17.1 A Party shall notify the other of any information it has regarding any Third Party infringement of any of the TRACERx IP in so far as such infringements are related to any products, services or processes.
17.2 In respect of any alleged, threatened or actual infringement or misuse of the TRACERx IP (“Enforcement Action”) the following, shall apply:
17.2.1 AchillesTx shall have the first right to determine whether or not it wishes to bring proceedings for the Enforcement Action. If AchillesTx elects not to bring proceedings itself, then AchillesTx and CRT shall in good faith discuss and consider whether to bring proceedings for the Enforcement Action within [***] of becoming aware of the Enforcement Action (which may be extended with mutual agreement). If, at the end of this period, CRT wishes to bring proceedings for the Enforcement Action, it may do so;
17.2.2 where AchillesTx, in exercising its right under Clause 17.2.1, decides to enforce or bring proceedings for infringement or misuse of any of the TRACERx Patents or other Intellectual Property licensed hereunder, then:
17.2.2.1 at AchillesTx’s expense, AchillesTx shall have the right to control, direct and conduct such proceedings including their settlement (provided that any admission of fault on the part of CRT, shall not be made by AchillesTx without CRT’s prior written consent, such consent not to be unreasonably withheld or delayed); Table of Contents STRICTLY PRIVATE AND CONFIDENTIAL
17.2.2.2 CRT shall allow and obtain the right for AchillesTx’s legal representatives to conduct any litigation in the name of the patent proprietor (i) where required by law in the country of the Enforcement Action or (ii) to the extent beneficial to the enforcement or relief sought; and (iii) in doing so CRT shall do (or not do) all such things as are reasonably directed by AchillesTx to enable AchillesTx to control, direct and conduct such proceedings provided that AchillesTx indemnifies the patent proprietor and/or its affiliates (and any of CRT, its Affiliates, UCL, UCLB, the UCL Group, the Xxxxx or the XX Xxxxx Laboratory who are named as a party in any such proceedings) for any liabilities to the Third Party against whom such proceedings were brought (in respect of their recovery of costs, damages, expenses or other liability) awarded against the patent proprietor and/or its affiliates (and any of CRT, its Affiliates, UCL, UCLB, the UCL Group, the Xxxxx or the XX Xxxxx Laboratory who are named as a party i...
Intellectual Property Enforcement. 10.4.1 If either Party learns of an actual, potential or suspected, unauthorized use, misappropriation or infringement of the Aversion Patent Rights or Aversion Technology by a Third Party, including the receipt of a Paragraph IV Certification with respect to the Product (a “Third Party Infringement”), such Party shall promptly notify the other Party in writing and shall promptly provide such other Party with available evidence of such Third Party Infringement. Subject to Section 10.4.5, Section 10.4.2 sets forth the rights of the Parties to commence and prosecute an action relating to such Third Party Infringement (an “Offensive Infringement Action”).
10.4.2 During the Term and thereafter with respect to events arising during the Term,
(i) Acura shall have the first right, but not the obligation, to undertake control of, and manage and prosecute, including selection of counsel (collectively, “Prosecute”), such Offensive Infringement Action, except as otherwise provided in subsection (ii) below;
(ii) Egalet shall have the first right, but not the obligation, to Prosecute such Offensive Infringement Action if it is a Product-specific Offensive Infringement Action, or is in response to a Paragraph IV Certification relating to the Product;
(iii) Acura, shall have the right, but not the obligation, to Prosecute any such Offensive Infringement Action for which Egalet is not undertaking the Prosecution as provided in subsection (ii) above; and
(iv) Egalet shall have the right, but not the obligation, to Prosecute any Offensive Infringement Action for which Acura is not undertaking the Prosecution as provided in subsection (i) above.
10.4.3 A Party having the first right to prosecute an Offensive Infringement Action shall request a meeting to discuss whether it intends to Prosecute such action within (i) fifteen (15) days in the case of an Offensive Infringement Action relating to a Paragraph IV Certification for the Product, and (ii) within ninety (90) days after receiving such written request for other Offensive Infringement Actions. If the Party having the first right of Prosecution declines to Prosecute the action, the other Party may, by written notice to the declining Party, Prosecute such action.
10.4.4 The Prosecuting Party shall control and manage such action (including without limitation, control over the settlement of such action, provided the other Party consents to such settlement, such consent not to be unreasonably withheld, delayed or conditioned)...
Intellectual Property Enforcement. Subject to the Third Party obligations of Senomyx, each party will have the right, but not the obligation, to bring proceedings against any Third Party for the inappropriate use, including patent infringement, of Patent Rights solely Controlled by it, at its own risk and expense. If either party brings such an action, such party will be entitled to control such action, hire and retain counsel, make decisions, settle on any terms, and retain any and all awards or damages obtained in any such proceeding. At the request and expense of either party, the other party will give the requesting party all reasonable assistance required to file and conduct any such proceeding.
Intellectual Property Enforcement. 9.1 Lonza hereby undertakes and agrees that at its own cost and expense it will pursue, as determined by Lonza in its commercially reasonable discretion, all necessary actions against any Third Party that Lonza reasonably believes is infringing, misappropriating or violating any Lonza Intellectual Property Rights.
9.2 Licensee shall promptly notify Lonza in writing of any infringement or improper or unlawful use of or of any challenge to the validity of the Licensed Know-How. Lonza undertakes and agrees to take all such steps and proceedings and to do all other acts and things as may in Lonza’s sole discretion be necessary to restrain any such infringement or improper or unlawful use or to defend such challenge to validity and Licensee shall permit Lonza to have the sole conduct of any such steps and proceedings including the right to settle them whether or not Licensee is a party to them.
Intellectual Property Enforcement. Lilly and Aurora shall have the right, but not the obligation, to bring proceedings against any Third Party for the inappropriate use, including patent infringement, of Technology or Patent Rights solely owned or Controlled by it, and at its own risk and expense. Such party shall be entitled to retain any and all awards or damages obtained in any such proceeding. At the request and expense of either party, the other party shall give the requesting party all reasonable assistance required to file and conduct any such proceeding. For jointly owned Technology or Patent Rights, Lilly and Aurora shall use their best efforts to coordinate pursuing a commercially reasonable action to address inappropriate use, including patent infringement, by Third Parties of such Technology and Patent Rights and to determine how expenses and any recovery from such action shall be allocated between the parties. Lilly, as a non-exclusive licensee, will make reasonable efforts to provide Aurora with any information known to Lilly relating to the suspected or actual inappropriate use, including patent infringement, of Aurora Technology and Aurora Patent Rights.
Intellectual Property Enforcement. The Recipient shall promptly notify the Minister if the Recipient becomes aware of any alleged infringement of Project Intellectual Property during the Term, along with the Recipient’s plan for enforcement of its Project Intellectual Property.
Intellectual Property Enforcement. Each party shall have the right, but not the obligation, to bring proceedings against any Third Party for the inappropriate use, including patent infringement, of Patent Rights solely Controlled by it, at its own risk and expense. If either party brings such an action, such party shall be entitled to control such action, hire and retain counsel, make decisions, settle on any terms, and retain any and all awards or damages obtained in any such proceeding. At the request and expense of either party, the other party shall give the requesting party all reasonable assistance required to file and conduct any such proceeding.
Intellectual Property Enforcement. The Parties agree that AoLunTe shall and shall cause the Joint Venture to provide Aura with all necessary assistance to enforce its IP rights with respect to the Licensed Technology in the PRC.
Intellectual Property Enforcement. 13.1 The Licensee must promptly notify Licensor with respect to any:
(a) infringement of any Intellectual Property Rights subsisting with respect to the Licensed IP in the Territory; or
(b) opposition or challenge to the validity of any Intellectual Property Rights relating to the Licensed IP in the Territory, that comes to the attention of the Licensee, and provide any information requested by FSD and which Licensee has knowledge with respect to any such infringement, opposition, or challenge.
13.2 Licensor will, at its sole discretion and at the cost of the Licensor, take action against any third party in respect of any infringement of any Intellectual Property Rights subsisting with respect to the Licensed IP as may be commercially and legally reasonable.
13.3 If, upon the Licensee's notification to the Licensor of any infringement, opposition, or challenge concerning the Licensed IP, the Licensor declines to take action against the relevant third party, the Licensee reserves the right, at its own discretion and expense, to initiate action against any third party for any infringement of the Intellectual Property Rights associated with the Licensed IP, provided that such action is deemed commercially and legally reasonable.
13.4 Subject to section 12.5, nothing in this Agreement compels either party to institute or prosecute proceedings or take any other action in relation to any:
(a) third party infringement of any Intellectual Property Rights subsisting with respect to the Licensed IP;
(b) defend any opposition, claim or cross-claim asserting invalidity of any Intellectual Property Rights subsisting with respect to the Licensed IP.
13.5 The Licensee must not agree to settle any litigation, opposition or challenge where such settlement will affect the rights of Licensor, without the prior written consent of Licensor.
