Licensee Right to Prosecute. Subject to Sections 6.1 and 6.2 above if a third party infringes or allegedly infringes any patent under the Patent Rights and University either fails to commence a lawsuit with respect to such infringement by the end of the 45 day period referred to in Section 6.2 above or if University determines prior to such date that it does not wish to take enforcement action against such infringer, Licensee may (and/or may permit any Sublicensee to) prosecute the infringer by appropriate legal proceedings, provided that Licensee shall employ counsel reasonably satisfactory to University (University’s approval of such counsel not to be unreasonably withheld), shall inform University of all material developments in such proceedings, and shall provide University with all correspondence with the infringer and pleadings related to any such action. Licensee shall be responsible for all costs and expenses of any enforcement activities, including legal proceedings, against infringers that Licensee initiates. University agrees to cooperate in all reasonable respects with any enforcement proceedings at the request of Licensee, and at Licensee’s expense. University may be represented by University’s counsel in any such legal proceedings, at University’s own expense (subject to reimbursement under this Section 6.3), acting in an advisory but not controlling capacity. The prosecution, settlement, or abandonment of any proceeding under this Section shall be at Licensee’s reasonable discretion, provided that Licensee shall not have any right to surrender any of University’s rights to the Patent Rights or to grant any infringer any rights to the Patent Rights other than a Sublicense subject to the conditions which would apply to the grant of any other Sublicense. Recoveries collected by Licensee shall be paid (i) first, to Licensee in the amount of all documented and reasonable out-of-pocket costs and expenses incurred by Licensee in such action, (ii) then to University to reimburse University for its documented and reasonable out-of-pocket costs and expenses incurred in cooperating with Licensee in such action as requested by Licensee, and for counsel to University if University elects to be represented by counsel in such action pursuant to this Section 6.3, iii) the remainder, if any, shall be divided 60% to Licensee and 40% to University.
Licensee Right to Prosecute. In the event UNIVERSITY notifies LICENSEE that UNIVERSITY does not intend to prosecute said infringement LICENSEE may, upon notice to UNIVERSITY, initiate legal proceedings against the alleged infringer at LICENSEE’S expense.
Licensee Right to Prosecute. Licensee shall have the first right, but not the obligation, to initiate legal proceedings to protect the Patent Rights from infringement, with respect to a claim of a Patent Right in the Field in the Territory, and prosecute infringers at Licensee’s expense. Before commencing such action, Licensee and, as applicable, any Affiliate, shall consult with BIDMC concerning the advisability of bringing suit, the selection of counsel and the jurisdiction for such action (provided Licensee must have BIDMC’s prior written consent, such consent to not be unreasonably withheld, conditioned or delayed, with respect to selection of jurisdiction for any action in which BIDMC may be joined as a party-plaintiff) and shall consider the views of BIDMC regarding the proposed action, especially but without limitation with respect to potential effects on the public interest.
Licensee Right to Prosecute. If the Licensor declines or fails to initiate an infringement action within a reasonable time after it first becomes aware of the basis for the action, or to answer a declaratory judgment action within a reasonable time after the action is filed, the Licensee may prosecute the infringement or answer the declaratory judgment action under its [*]. If and to the extent required by law, the Licensor shall permit any such action to be brought in its name, [*]. If the Licensee takes action under this Clause, the Licensee shall keep the Licensor reasonably informed of material actions taken by the Licensee pursuant to the infringement or declaratory action.
Licensee Right to Prosecute. So long as Licensee remains the exclusive licensee of the Licensed Patent Rights and Licensed Know-How in the Field in the Territory, Licensee, to the extent permitted by law, shall have the right, under its own control and at its own expense, to prosecute any third party infringement of the Licensed Patent Rights and Licensed Know-How in the Field in the Territory, subject to Section 7.4. If required by law, Licensor shall permit any action under this Section to be brought in its name, including being joined as a party-plaintiff, provided that Licensee shall hold Licensor harmless from, and indemnify Licensor against, any costs, expenses, or liability that Licensor incurs in connection with such action. Prior to commencing any such action, Licensee shall consult with Licensor and shall consider the views of Licensor regarding the advisability of the proposed action. Licensee shall not enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action under this Section without the prior written consent of Licensor.
Licensee Right to Prosecute. Each Party agrees to immediately notify the other Party in writing upon becoming aware of any infringement of the Patent Rights in the License Field and provide to the other Party all reasonably-available evidence of such infringement. Licensee shall have the first right, but not the obligation, to protect Patent Rights from infringement and prosecute infringers in the License Field in the License Territory, at its own expense. Subject to any consent and other requirements set forth in the Underlying Agreement, before commencing such action, Licensee and, as applicable, any Affiliate, shall reasonably consult with Juniper, concerning, among other things, Licensee’s standing to bring suit, the advisability of bringing suit, the selection of counsel and the jurisdiction for such action, and shall use commercially reasonable efforts to accommodate the views of Juniper regarding the proposed action. If Licensee commences any such action, but is not recognized by the applicable court or other relevant body as having the requisite standing to pursue such action, then at Licensee’s request, Juniper shall join, and if necessary, shall use commercially reasonable efforts to cause MGH to join, in as party-plaintiff or commence such action in its own name and, in either event, cooperate with Licensee, at Licensee’s expense; provided, however, that Licensee shall indemnify and hold Juniper, MGH and MIT harmless from and against any costs and expenses they incur in connection with the defense of any counterclaims filed against them, except for the expense of any independent counsel retained by Juniper, MGH, or MIT in accordance with Section 7.3.
Licensee Right to Prosecute. So long as LICENSEE remains the exclusive licensee of the LICENSED PATENT in the FIELD in the TERRITORY, LICENSEE, to the extent permitted by law, shall have the first right and option but not the obligation, at its own expense, to prosecute any third party infringement of, or seek a declaratory judgment to confirm or rectify LICENSOR’s and/or LICENSEE’s rights and interests in, the LICENSED PATENT in the FIELD in the TERRITORY, subject to Clauses 8.4 and 8.5. If required by law or advised by the legal counsel representing LICENSEE in the action, LICENSOR shall permit any action under this Clause to be brought in its name, including being joined as a party-plaintiff, provided that LICENSEE shall hold LICENSOR harmless from, and indemnify LICENSOR against, any costs, expenses, or liability that LICENSOR incurs in connection with such action. Prior to commencing any such action, LICENSEE shall consult with LICENSOR and shall consider the views of LICENSOR regarding the advisability of the proposed action and its effect on the public interest. LICENSEE shall not enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action under this Clause without the prior written consent of LICENSOR, which consent shall not be unreasonably withheld or delayed.
Licensee Right to Prosecute. Licensee may initiate an infringement suit or other appropriate action against any third party who at any time has infringed or is suspected of infringing any of the Patent Rights in the Field. Licensee shall give University advance written notice of its intent to initiate such action and the reasons therefor and shall provide University with an opportunity to make suggestions and comments regarding such action. Licensee shall keep University promptly informed of material developments in any such action. Licensee shall pay all expenses of such action. University shall offer reasonable assistance to Licensee in connection with such action at no charge to Licensee except for reimbursement of reasonable out-of-pocket expenses. Recoveries, reimbursements, damages, profits, or awards from such action shall first be applied to reimburse University for out-of-pocket expenses not yet reimbursed by Licensee and then to reimburse Licensee for its other litigation costs. Any remaining recoveries, reimbursements, damages, profits, or awards of whatever nature shall be treated as Net Sales under this Agreement.
Licensee Right to Prosecute. So long as LICENSEE remains the exclusive licensee of the PATENT RIGHTS in the FIELD OF USE in the TERRITORY, LICENSEE, to the extent permitted by law, shall have the right, under its own control and at its own expense, to prosecute any third party infringement of the PATENT RIGHTS in the FIELD OF USE in the TERRITORY, subject to Section 7.4. If required by law, M.I.T. shall permit any action under this Section to be brought in its name, including being joined as a party-plaintiff, provided that LICENSEE shall hold M.I.T. harmless from, and indemnify M.I.T. against, any costs, expenses, or liability that M.I.T. incurs in connection with such action. Prior to commencing any such action, LICENSEE shall consult with M.I.T. and shall consider the views of M.I.T. regarding the advisability of the proposed action and its effect on the public interest. LICENSEE shall not enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action under this Section without the prior written consent of M.I.T.
Licensee Right to Prosecute. In the event LICENSOR notifies LICENSEE that LICENSOR does not intend to prosecute infringement identified under Section 7.1 LICENSEE may, upon notice to LICENSOR, initiate legal proceedings against the infringer at LICENSEE’s expense. Before commencing such action, LICENSEE and, as applicable, any AFFILIATE, shall consult with LICENSOR and shall give careful consideration to the views of LICENSOR regarding the advisability of the proposed action and its potential effects on the public interest. LICENSEE shall indemnify and hold LICENSOR harmless from all costs, expenses and liabilities that LICENSOR incurs in connection with such action, regardless of whether LICENSOR is a party-plaintiff, except for the expense of any independent counsel retained by LICENSOR in accordance with Section 7.5 below.
