Licensee Action Sample Clauses

Licensee Action. Licensee shall have the first right to initiate a suit or take other appropriate action it believes is required against any Third Party with respect to infringement or misappropriation of the Licensor Technology, after having conferred A request for confidential treatment has been made with respect to portions of the following document that are marked with [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. with Licensor. Licensee shall have the right to be assisted by and cooperate with its local Affiliates and/or Sublicensees if this is deemed useful or appropriate by Licensee in the interest of an effective enforcement of rights.
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Licensee Action. Each Party shall promptly bring to the attention of the other Party any infringement or misappropriation of the Licensed Intellectual Property (or any declaratory action with respect thereto) by any Third Party (an “Infringer”) of which it becomes aware. Subject to Section 8.3 below, Licensee shall have the first right, but not the obligation, after notice to Licensor, to take enforcement action or defend against any Infringer with respect to the Licensed Field of Use (“Licensee Action”). In the event of any Licensee Action, Licensee shall have the sole right and discretion to select counsel and to conduct and control any action or litigation (including settlement thereof), and shall be entitled to any awards or sums resulting therefrom; provided that Licensee shall keep Ganeden reasonably informed of the progress of any such Licensee Action (including status of any settlement negotiations and the terms of any offer related thereto) and consider in good faith any impact such Licensee Action may have on the rights of Ganeden in the Licensed Intellectual Property. In any such Licensee Action, as requested by Licensee, Ganeden shall provide reasonable cooperation, including, joining as a party to such action to the extent necessary to maintain the action (such as through standing). All recoveries in any such Licensee Action will be retained solely by Licensee.
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Licensee Action. LICENSEE shall have the right, but not the obligation, to bring suit against any infringer of any patent licensed to LICENSEE hereunder that is owned solely by SKI or jointly by SKI and LICENSEE and join SKI as a party plaintiff, provided that LICENSEE shall bear all the expenses of such suit. In the event LICENSEE brings such suit, and damages or other monies are awarded or received in settlement of such suit, LICENSEE shall be entitled to deduct an amount to cover its out-of-pocket expenses, including attorneys' and professional fees. The balance of any recoveries shall be [**]. SKI will cooperate with LICENSEE in any suit for infringement of a licensed patent brought by LICENSEE against a THIRD PARTY, and shall have the right to consult with LICENSEE and to participate in and be represented by independent counsel in such litigation at its own expense. LICENSEE shall incur no liability to SKI as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding SKI's patent invalid or unenforceable; provided, LICENSEE shall not enter into any settlement, consent judgment, or other voluntary final disposition of such litigation without the prior written consent of SKI, which consent shall not be unreasonably withheld. [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Sample 1
Licensee Action. If IBIS fails for the period of ninety (90) days after its attention has been called to the matter by notice in writing by Licensee, in accordance with Section 5.1, to institute any proceedings or actions necessary to prevent any infringement on a commercial scale competitive with Licensee, Licensee may, unless otherwise objected to by IBIS within the ninety (90) day period, at its own cost institute and prosecute actions or proceedings, if necessary, in its name or in the name of IBIS, or both if required by law. Licensee agrees to notify IBIS of any such action. IBIS agrees to cooperate reasonably in the preparation for and prosecution of any such action. Any amounts realized by Licensee from the successful prosecution of any such infringement suit(s) will be applied first to reimburse IBIS for its cost and expenses in connection therewith, then to reimburse Licensee for its costs and expenses in connection with said suit(s), and the balance, if any, shall be divided equally between the parties. Should IBIS object to Licenses initiating suit, then Licensee's continuing obligation to pay royalties shall cease during any such period of non-abatement.
Sample 1
Licensee Action. If Licensor chooses not to bring any infringement action against an infringer, Licensee, with the prior written consent of Licensor, may bring such action in its own name and at its own expense. Licensor shall cooperate in any such action and join as a party if necessary, at Licensee’s expense. Any award or settlement recovered by Licensee in any such action shall belong solely to Licensee after the recovery by both parties of their out-of-pocket costs.
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Licensee Action. If LSC gives notice of its intention not to bring such an infringement action or fails to give notice as required in Section 5.4(a), the Infringement Parties in Interest may elect to have all future responsibility with respect to bringing such infringement action, (and be responsible for all fees and expenses related thereto [ * ]; provided, however, if LSO and at least one Additional Licensee are electing Infringement Parties in Interest, LSO shall negotiate in good faith a joint agreement among the electing Infringement Parties in Interest with respect to such infringement action and the sharing of expenses and monetary awards relating thereto. Such joint agreement shall be submitted to review by LSC, which shall have [ * ].
Sample 1
Licensee Action. If LSC gives notice of its intention not to bring such an infringement action or fails to give notice as required in Section 5.4(a), the Infringement Parties in Interest may elect to have all future responsibility with respect to bringing such infringement action, (and be responsible for all fees and expenses related thereto [ * ]; provided, however, if LSO and at least one Additional Licensee are electing Infringement Parties in Interest, LSO shall negotiate in good faith a joint agreement among the electing Infringement Parties in Interest with respect to such infringement action and the sharing of expenses and monetary awards relating thereto. Such joint agreement shall be submitted to review by LSC, which shall have [ * ] from the receipt thereof to accept or reject such agreement. If LSC rejects such agreement, LSC shall proceed with such infringement action as provided in Section 5.4(b). Failure of LSC to reject such agreement within the [ * ] period shall be deemed an acceptance thereof by LSC.
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Related to Licensee Action

  • Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Collateral Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Collateral Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Collateral Agent, and agrees to deliver the Collateral to Collateral Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Collateral Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Collateral Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Collateral Agent the right, vis-à-vis such Licensor, to enforce Collateral Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

  • Licensee Licensee represents and warrants that:

  • Infringement Actions 7.1 LICENSEE shall inform UNIVERSITY promptly in writing of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof.

  • Licensed Patent Rights The term “Licensed Patent Rights” shall mean rights arising out of or resulting from:

  • Infringement Action In the event a Party brings an Infringement action in accordance with this Section 7.3 (the “Controlling Party”), such Controlling Party shall keep the other Party reasonably informed of the progress of any such action, and the other Party shall cooperate fully with the Controlling Party, including by providing information and materials, at the Controlling Party’s request and expense and if required to bring such action, the furnishing of a power of attorney or being named as a party. The other Party shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. Neither Party shall have the right to settle any Infringement action under this Section 7.3 relating to Joint Patent Rights without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed.

  • No Infringement of Third Party IP Rights The Company has never infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person. No Owned Company Software and, to the Knowledge of the Company, no Licensed Company Software infringes, violates or makes unlawful use of any Intellectual Property Right of, or contains any Intellectual Property misappropriated from, any other Person. Without limiting the generality of the foregoing:

  • Licensed Patents Licensee shall be responsible for all further patent prosecution with respect to the Licensed Patents and Licensed Technologies set out in Exhibit “A”. Licensee may select the patent agent for the prosecution of the Licensed Patents, subject to the approval of Licensor as the patent owner, which approval will not be unreasonably withheld. Licensee shall provide Licensor with copies of all relevant documentation related to the filing and prosecution of the Licensed Patents so that Licensor may be informed and apprised of and meaningfully consulted as to the continuing prosecution. Licensor shall keep all such documentation confidential. In the event the Licensee does not agree that any given patent application or patent should be filed, prosecuted or maintained (hereinafter referred to as a “Refused Licensed Patent”) in a particular jurisdiction(s) Licensee shall indicate such disagreement in writing (hereinafter “Refusal Notice”) and upon Licensor’s receipt of such Refusal Notice Licensor shall have the right unilaterally to make, prosecute and maintain such Refused Licensed * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission Patent in such jurisdiction(s) in the name of its owners, at Licensor’s expense, and Licensee shall not have any rights or obligations to such Refused Licensed Patent in such jurisdiction(s); provided, however, that Licensee shall retain all of its ownership rights in any Refused Licensed Patent that is a Co-Owned Technology. In such case Licensor shall provide Licensee with copies of all relevant documentation related to the filing and prosecution of the Refused Licensed Patents so that Licensee may be informed and apprised of and be meaningfully consulted with as to the continuing prosecution. Licensor shall have no obligation to continue prosecution or maintenance of any Refused Licensed Patent and may abandon same without any prior notice or any obligation to Licensee. Both Licensee and Licensor shall make best efforts to respond promptly to any request from the other Party for input or assistance with respect to matters pertaining to the Licensed Patents. Licensee shall use reasonable efforts to amend any patent application to include claims reasonably requested by the other Party and required to protect the Licensed Technology. In addition to Licensee’s obligations pursuant to section 4.1 above, Licensee shall be solely responsible for all patent and legal costs relating to the Licensed Patents and Licensed Technology (excluding Refused Licensed Patents) from the Effective Date onward, including all costs relating to the transfer of the Licensed Patents to the new patent agents selected by Licensee and approved by Licensor. For any patent and legal costs relating to the Licensed Patents and Licensed Technology (excluding Refused Licensed Patents) paid by Licensor after the Effective Date (including, without limitation, those expenses related to patentability assessments and drafting, filing, prosecution, maintenance, and taxes (the “Patent Costs”)), Licensee shall promptly reimburse Licensor for such Patent Costs upon receipt of an invoice from Licensor for such expenses. For any work in progress with respect to the Licensed Patents for which the Patent Costs have not already been paid by Licensor to its patent firm prior to the transfer of the Licensed Patents to Licensee’s patent agent, Licensor will direct its patent firm to copy Licensee on all such invoices from said patent firm and Licensee will promptly pay said invoices directly to Licensor’s patent firm.

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

  • Infringement of Third Party Patents (a) If a third party asserts that a patent or other proprietary right owned by it is infringed by the manufacture, use, importation, offer for sale or sale of a Licensed Product in the Field and in the Territory and such alleged infringement arises in whole or in part from Alcon's use of the Pharmacyclics Technology (a "Claim"), the Party against whom such a Claim was asserted shall immediately provide the other Party notice of such Claim and the related facts in reasonable detail. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such action. The other Party shall cooperate in connection therewith and shall have the right to be represented separately by counsel of its own choice, at its own expense. The entity (whether Pharmacyclics or Alcon) that controls the defense of such a Claim with respect to the Licensed Product in the Field and in the Territory shall also have the right to control settlement of such Claim; provided, however, that no settlement shall be entered into without the consent of the other Party. To the extent that any of the costs set forth in clauses (i), (ii) or (iii) of this sentence are attributable to infringement arising from Alcon's use of the Pharmacyclics Technology, Alcon shall have the right to deduct from and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement of such Claim in order to continue to exercise Alcon's license rights as set forth in this Agreement. Notwithstanding the foregoing, in no event shall royalties owed Pharmacyclics under Section 4.4(a) be reduced by more than (*) in any given royalty period.

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