Joint Enforcement. Upon discovery of any infringement of the Licensed Marks at the option of either Licensor or Licensee, appropriate legal action in connection therewith shall be undertaken either jointly or separately by Licensor and Licensee. In the event that such action is taken jointly, each party shall contribute equally to the expenses of any such action. If any damages for infringement are awarded by a final decree or judgment to Licensor and Licensee, then after deducting all expenses arising from the litigation and reimbursing each contributing party for its contributions, the remainder shall be divided equally among the contributing parties.
Joint Enforcement. The Parties may mutually agree in writing to jointly take action to control enforcement of or defend against any Third-Party Infringement of the Licensed IP. If the Parties agree to take such action jointly, the Parties shall equally share the costs and expenses associated with such action and any and all amounts recovered in connection with such action, except to the extent otherwise agreed upon in writing by the Parties.
Joint Enforcement. The Parties agree to cooperate with respect to the sharing of Information as necessary to enforce a patent application or patent that is the subject of a license between Incept and Ocular.
Joint Enforcement. Each party agrees to promptly notify the other party of any suspected infringement of any patent or other intellectual property right (other than trademark rights) of either party that relates to ARA, including without limitation any patent covering any New R&D Inventions. Promptly upon notification of a suspected infringement, the Committee shall meet to evaluate whether to take any action against such third party infringer. In evaluating whether to pursue a particular third party infringer, the Committee shall consider both parties’ current and future commercial and legal interests, including without limitation, the cost of pursuing the claim, the likelihood that either party will become the subject of a counterclaim and the relative likelihood of success of the claims to be asserted. In the event that the Committee decides that a particular action, including without limitation legal action against the third party, initiation of settlement discussions or other action aimed at causing cessation of the infringement by the third party, should be taken against the third party infringer, the parties shall cooperate to promptly undertake such action. Unless the Committee agrees otherwise, the party in whose ARA Field of Use the infringing activity is occurring shall be responsible for all costs associated with any such action. In the event that the infringement is occurring in both party’s AXX Xxxxxx of Use, the parties shall share the costs of such action in proportion to the ARA related profits derived by each party at or around the time of the infringement. In the event that one of the parties wishes to settle the dispute with the suspected infringer that would not involve the complete and unqualified cessation of the infringing activity, the matter shall be referred to the Committee for evaluation. Unless and until the Committee affirmatively decides to settle an infringement action, neither party shall, without the prior consent of the other party, grant any license to, or enter into a prospective settlement agreement with, the infringing party.
Joint Enforcement. The Parties agree to cooperate with respect to the sharing of Information as necessary to enforce a patent application or patent that is the subject of a license from HSC and/or Xxxxxx to Restoration.
Joint Enforcement. Upon learning of any infringement of Joint Intellectual Property, from any source, the parties shall first determine if they desire to jointly take action to suppress or eliminate such infringement. If the parties decide to take such action jointly, the parties agree that they will share equally in the expenses related to such actions, and share equally in any recovery as a result of such action. [Company-A shall have the sole right to direct such joint action.] In the event that either party decides not to participate in such action, the other party shall have sole discretion to take whatever action it determines is necessary or appropriate under the circumstances, including without limitation legal action to suppress or eliminate any such infringement, at the acting party’s expense. The non-acting party agrees to cooperate with the acting party in such action and the acting party agrees that it will reimburse the non-acting party’s reasonable and actual expenses incurred in such action. The acting party retains all recovery from such action.
Joint Enforcement. In the event that a party initiates an Action pursuant to Section 8.1 above, the other party shall have the right to intervene in such Action and the initiating party shall not oppose such intervention, provided that (i) the intervening party notifies the court of its intention to intervene within one hundred twenty (120) days of its receipt of notice of the commencement of such Action, and (ii) the intervening party shares equally with the initiating party the total costs incurred by the initiating party (including, without limitation, attorneys’ and expert fees) of conducting such Action. The parties shall cooperate and provide each other such assistance as either may reasonably request in connection with any such Action, provided that the initiating party shall retain the control of the conduct and settlement of any such Action. Any recovery of damages for any such suit shall be as set forth in Section 8.1 above.
Joint Enforcement. If Alligator and Aptevo elect to jointly enforce any Patent(s) pursuant to Sections 11.7.2(a) or (b), as applicable, the Parties shall be jointly responsible for, and shall bear equally, all costs and expenses of any such suit brought by them. If one Party elects not to participate in the infringement action and the Parties have not obtained a discontinuance of the infringement, then the other Party shall have the right, but not the obligation, to bring suit; provided that the pursuing Party shall bear all of the expenses of such suit. The other Party will cooperate with the pursuing Party in any such suit, including joining any suit upon request of the other Party, and shall have the right to consult with the pursuing Party and to participate in and be represented by independent counsel in such litigation at its own expense. Any recoveries obtained by the pursuing Party as a result of any such proceeding against a Third Party infringer shall be allocated as follows: (i) such recovery shall first be used to reimburse the pursuing Party for all reasonable out-of-pocket litigation expenses incurred by such pursuing Party, and, then, to reimburse the non-pursuing Party for all out-of-pocket litigation expenses incurred by such non-pursuing Party; and (ii) [***] of the remainder of the recovery shall go to the pursuing Party and [***] shall go to the other Party. The enforcing Party shall not take any position with respect to, or compromise or settle, any such infringement actions in any way that is reasonably likely to directly and adversely affect the scope, validity or enforceability of any Patents solely owned by the other Party without such other Party’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
Joint Enforcement. In the event that Integra institutes an Action relating to the Field pursuant to Section 25.1.1 above, JJM shall have the right to intervene in such Action and Integra shall not oppose such intervention, provided that (i) JJM notifies the court of its intention to intervene within one hundred twenty (120) days of the commencement of such Action, and (ii) JJM shares equally with Integra the total costs incurred by Integra (including, without limitation, attorneys' and expert fees) of conducting such Action. The parties shall cooperate and provide each other such assistance as either may reasonably request in connection with any such Action, provided, Integra shall retain the control of the conduct and settlement of any such Action. Any recovery of damages for any such suit shall be applied first in satisfaction of any out-of-pocket costs and expenses incurred by the parties relating to the Action (including, without limitation, attorneys' and expert fees), and the balance shall be equally divided by the parties.
Joint Enforcement. In the event both Parties engage in, or otherwise become involved with, a proceeding whereby each Party is enforcing its respective rights in and to Licensed Intellectual Property against a common third party or third parties, then each Party shall bear its respective costs and expenses (including, without limitation, reasonable attorneys' and experts' fees and costs) associated with the enforcement of its rights; provided, however, that in the event either Party incurs any costs or expenses (including, without limitation, reasonable attorneys' and experts' fees and costs) as a result of fulfilling a written request of the other Party, the requesting Party shall promptly reimburse the other Party for such costs and/or expenses. The Parties agree to cooperate and work together in good faith to enforce their respective rights in any joint proceeding against a common third party or third parties.
