Licensee Enforcement Sample Clauses

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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.
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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).
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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.
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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.
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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.
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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
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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.
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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.
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Related to Licensee Enforcement

  • Patent Enforcement (a) Each Party shall promptly notify the other after becoming aware of any alleged or threatened infringement by a Third Party of any Pandion Collaboration IP Patent Right, Astellas Collaboration IP Patent Right or Joint Collaboration IP Patent Right, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any Pandion Collaboration IP Patent Right, Astellas Collaboration IP Patent Right or Joint Collaboration IP Patent Right (collectively, “Infringement”). (b) Astellas shall have the first right to bring and control any legal action in connection with any Infringement at its own expense as it reasonably determines appropriate, and Pandion shall have the right to be represented in any such action by counsel of its choice. Astellas shall provide Pandion and its counsel with copies all court filings and material supporting documentation, and, at the request of Pandion, reasonable access to Astellas’ counsel for consultation, provided that, unless Pandion is joined as a party to such action, any counsel retained by Pandion shall not act as attorney of record for any such action, or conduct any legal proceedings as part of such action, unless specifically requested by Astellas and at Astellas’ expense. If Astellas decides not to bring such legal action, it shall so notify Pandion promptly in writing and Pandion shall have the right to bring and control any legal action in connection with such Infringement at its own expense as it reasonably determines appropriate after consultation with Astellas. (c) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Pandion Collaboration IP Patent Rights, Astellas Collaboration IP Patent Rights or Joint Collaboration IP Patent Rights without the prior written consent of the other Party. (e) Any recoveries resulting from enforcement action relating to a claim of Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) shall be split as follows: (i) if Astellas brought the enforcement action, Astellas shall receive [**] percent ([**]%) of the Remainder and Pandion shall receive [**] percent ([**]%) of the Remainder, and (ii) if Pandion brought the enforcement action, Pandion shall receive [**] percent ([**]%) of the Remainder and Astellas shall receive [**] percent ([**]%) of the Remainder.

  • 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.

  • 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 ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇▇, 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.

  • No Enforcement Actions Notwithstanding Section D of Article V, the Custodian shall not be under any duty or obligation to take action, by legal means or otherwise, to effect collection of any amount, if the Securities upon which such amount is payable are in default, or if payment is refused after due demand or presentation, unless and until (i) it shall be directed to take such action by Written Instructions and (ii) it shall be assured to its satisfaction (including prepayment thereof) of reimbursement of its costs and expenses in connection with any such action.