Licensee Enforcement. In the event that either Licensee or Merck becomes aware of any alleged or threatened commercially material infringement in a country in the Territory of any issued patent within the Compound Patent Rights or Joint Patent Rights, it will notify the other Party in writing to that effect. Licensee shall have the first right (but not the obligation) to enforce any such Compound Patent Right or Joint Patent Right against any such infringer or alleged infringer, at its own expense, and control, and litigate and settle, such suit as set forth herein. Merck shall reasonably cooperate in any such suit at Licensee’s expense; and where necessary, Merck shall join in, or be named as a necessary party to, such suit. Licensee shall not enter into any settlement of any claim described in this Section 8.04(a) that, in the reasonable judgment of Merck would violate any law or regulation, admits to the invalidity or unenforceability of the Compound Patent Rights or Joint Patent Rights, incurs any financial liability on the part of Merck, requires an admission of liability, wrongdoing, or fault on the party of Merck, without Merck’s prior written consent (in each case, such consent not to be unreasonably withheld). Merck shall have the right, prior to commencement of the trial, suit or action brought by Licensee, to join any such suit or action, and in such event shall pay one-half of the costs of such suit or action.
Licensee Enforcement. If Licensee desires to file suit against an alleged infringer of one or more Licensed Patents, where such alleged infringement is or was in the Licensed Territory and Licensed Field during the term of Licensee’s rights to Licensed Patents hereunder, then Licensee shall so notify UGARF. If and only if UGARF authorizes, in UGARF’s sole discretion, Licensee to proceed, then the following terms apply:
a. UGARF shall cooperate with Licensee in all reasonable respects in the litigation, and UGARF acknowledges and agrees that it shall give its consent to be added as a party to the suit if UGARF is determined to be a necessary party.
b. Licensee shall have the sole authority to negotiate and settle the matter in any manner consistent with the rights granted to Licensee herein, and so long as such settlement does not reduce or negatively impact UGARF’s rights in any way.
c. Licensee shall employ counsel reasonably satisfactory to UGARF, inform UGARF of all material developments, and provide UGARF with copies of all material correspondence and pleadings. Counsel shall also represent UGARF, if UGARF is added as a party to the suit, with respect to all claims asserted by and against UGARF.
d. Licensee shall be responsible for all costs of the litigation, including representation of UGARF. UGARF may also be represented by its own separate counsel at UGARF’s own expense.
e. Recoveries collected by Licensee and/or UGARF (i) will be paid to Licensee and to UGARF to reimburse their expenses incurred in such action (and if the recovery is not sufficient to reimburse both Parties for all expenses then the Parties will be reimbursed proportionally based upon their expenses incurred), and then (ii) any remaining amount shall be paid to Licensee, and (iii) Licensee shall then pay UGARF 1.5% of the amount paid to UGARF under (ii).
Licensee Enforcement. After the date of the Assignment Trigger Event if the infringement or enforcement is in the Field of Use, Licensee shall have the first right to bring and control any action or proceeding with respect to infringement or enforcement of the SAIC Patent Rights in the Field of Use, at its own expense and by counsel of its own choice. SAIC shall have the right to participate in such action, at its own expense and by counsel of its own choice. If Licensee fails to either terminate such infringement, enter into a reasonable license agreement to terminate such infringement subject to SAIC’s rights under this Agreement, or bring an action or proceeding with respect to infringement or enforcement of the SAIC Patent Rights in the Field of Use within (a) one-hundred and twenty (120) days following the notice of alleged infringement, or (b) ten (10) business days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, SAIC shall have the right to bring and control any such action, at its own expense and by counsel of its own choice, and Licensee shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. For sake of clarity and not by way of limitation, if the SAIC Patent Rights revert to SAIC under Section 5 or pursuant to the Security Agreement, the terms of this Section 6.3.3 shall no longer apply. Licensee agrees that it shall pay SAIC its standard labor rates, costs and other expenses as necessary for SAIC’s non-attorney staff to support Licensee’s enforcement of the SAIC Patent Rights under this Section 6.3.3 or to respond to discovery served upon SAIC by a defendant in any enforcement action brought by Licensee.
Licensee Enforcement. If Orion does not initiate a suit or take other appropriate action that it has the initial right to initiate or take pursuant to Section 12.2.1 above, then Licensee may provide Orion with notice of Licensee’s intent to initiate a suit or take other appropriate action against any actual, alleged or threatened infringement of the Orion Patent Rights by a Third Party in the Territory. If Licensee provides such notice and Orion does not initiate a suit or take such other appropriate action within thirty (30) days after receipt of such notice from Licensee, then Licensee shall have the right to initiate a suit or take other appropriate action required to protect the Orion Patent Rights in the Territory. For this purpose, Orion shall execute such legal papers and cooperate in the prosecution of such suit or action as may be reasonably requested by Licensee; provided that Licensee shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by Orion in connection with such cooperation.
Licensee Enforcement. If TESARO elects not to enforce any Patent Right within the Licensed Patents against Infringement or alleged Infringement thereof in the Licensed Territory pursuant to Section 4.2.1, then it shall so notify Licensee in writing within thirty (30) days of receiving notice or otherwise becoming aware that an Infringement exists. If TESARO
Licensee Enforcement. LICENSEE acknowledges the ACS’ copyright and ownership interests in SciFinder, that SciFinder is a principal product of CAS, and the importance to CAS of maintaining these rights in the product and in CAS data. In addition to its other obligations set forth specifically in this Paragraph 2, LICENSEE promises to use reasonable efforts to monitor usage of SciFinder for compliance with the terms of this Agreement, and will notify CAS immediately of any suspected violation by any user. LICENSEE will use reasonable efforts to fully cooperate with CAS in investigating any suspected violation, and will take such action as reasonably requested by CAS, or which it deems in its good judgment to be necessary to correct such violation. LICENSEE will be responsible for any failure on its part to act in compliance with this Paragraph 2.
Licensee Enforcement. In the event that Licensee shall be prosecuting any alleged infringer pursuant to Section 10.2, it shall keep Licensor fully informed of all material developments of such proceedings. Licensee shall be responsible for all costs and expenses of any enforcement activities, including legal proceedings, against infringers that Licensee initiates. Licensor shall join in and cooperate with any enforcement proceedings at Licensee's request, provided that Licensor may be represented by Licensor's counsel in any such legal proceedings, at Licensor's own expense (subject to reimbursement under Section 10.5), acting in an advisory but not controlling capacity. In addition, Licensee may name Licensor as party plaintiff as required by law. No settlement, consent judgment, or other final, voluntary disposition of any suit brought by Licensee which waives any rights within the Licensed Patents may be entered into without the prior written consent of Licensor. In the event that a declaratory judgment action alleging the invalidity or non-infringement of the Licensed Patents shall be brought or raised against Licensee, Licensor shall have the right, but not the obligation, to intervene and take over the sole defense of such action. Any recoveries in any action brought by Licensee under this Section 10.3 shall be allocated as provided in Section 10.5 hereof.
Licensee Enforcement. If Licensor elects not to enforce any patent within the Licensed Patents, then it shall so notify Licensee in writing within nine (9) months of receiving notice that an Infringement exists (or such shorter period as may be necessary to prevent exhaustion of a statute of limitations (or laches) applicable to such Infringement), and Licensee may, in its sole judgment, and at its own expense, take steps to enforce any such patent and control, settle, and defend such suit in a manner consistent with the terms and provisions hereof, and recover any damages, awards or settlements resulting therefrom, subject to Section 4(g) below. Licensor shall reasonably cooperate in any such litigation (including joining or being named a necessary party thereto) at Licensee’s expense. Licensee shall not enter into any settlement of any claim described in this Section 4(e) that admits to the invalidity or unenforceability of any Licensed Patent, incurs any financial liability on the part of Licensor or requires an admission of liability, wrongdoing or fault on the part of Licensor without Licensor’ prior written consent, in each case, such consent not to be unreasonably withheld, delayed or conditioned.
