Common use of Licensee Right to Prosecute Clause in Contracts

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. Subject to Sections 6.1 and 6.2 above above, if a third party infringes or allegedly infringes any patent under copyright in the Patent Rights and University either fails Licensed Software granted to commence a lawsuit with respect Licensee pursuant to such infringement by the end of the 45 day period referred to in Section 6.2 above or Schedule 5 (if University determines prior to such date that it does not wish to take enforcement action against such infringerany), 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 which Licensee initiates. University agrees to cooperate in all reasonable respects with any enforcement proceedings at the request of Licensee, and at Licensee’s 's expense. University may be represented by University’s 's counsel in any such legal proceedings, at University’s 's own expense (subject to reimbursement under this Section 6.3), acting in an any advisory but not controlling capacity. The prosecution, settlement, or abandonment of any proceeding proceedings under this Section shall be at Licensee’s 's reasonable discretion, provided that Licensee shall not have any right to surrender any of University’s 's rights to the Patent Rights Technology or to grant any infringer any rights to the Patent Rights Technology 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-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-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, and (iii) the remainder, if any, shall be divided paid sixty percent (60% %) to Licensee and forty percent (40% %) to University.

Licensee Right to Prosecute. Subject to Sections 6.1 and 6.2 above if (a) In the event of infringement by a third party infringes or allegedly infringes of any patent under the Licensed 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 infringerRights, Licensee may (and/or may permit any Sublicensee to) prosecute enforce the infringer Licensed Patent Rights against the infringers by appropriate legal proceedingsproceedings or otherwise, provided that Licensee shall employ counsel reasonably satisfactory to University (University’s approval of such counsel not to be unreasonably withheld), ARCH and shall inform University ARCH 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 infringers. which Licensee initiates. University ARCH agrees to cooperate with and join in all reasonable respects with any enforcement proceedings at the request of Licensee, and at Licensee’s 's expense. University ARCH may be represented by University’s ARCH's counsel in any such legal proceedings, at University’s ARCH's own expense (subject to reimbursement under this Section 6.36.2(c)), acting in an advisory but not nor controlling capacity. . (b) The prosecution, settlement, or abandonment of any proceeding under this Section 6.2(a) shall be at Licensee’s 's reasonable discretion, provided that Licensee shall not have any right to surrender any of University’s ARCH's rights to the Licensed Patent Rights without agreement by ARCH or to grant any infringer any rights to the Licensed Patent Rights other than a Sublicense sublicense subject to the conditions which would apply to the grant of any other Sublicense. Recoveries collected sublicense. (c) All recoveries by Licensee shall be paid (i) firstway of royalties, damages and claims with respect 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 Licenseeinfringement actions instituted, and for counsel to University if University elects to be represented claims made (including penalties and interest), during the term of this Agreement, excluding any prosecuted by counsel in such action pursuant to this ARCH under Section 6.3, iiishall belong to Licensee. To the extent that Licensee's recoveries with respect to an infringement action or claim exceed Licensee's reasonable expenses with respect to such action or claim, Licensee shall reimburse ARCH for ARCH's reasonable expenses for separate representation as provided in Section 6.2(a) the remainderwith respect to such action or claim. After deduction of Licensee's costs and expenses, if anyincluding reasonable attorneys fees incurred with respect to such action or claim, any such recoveries shall be divided 60% considered Net Sales under this Agreement, giving rise to Licensee and 40% to UniversityRoyalty obligations under Section 3.1(c).

Licensee Right to Prosecute. Subject to Sections 6.1 and 6.2 above 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 Licensed Patents within the end of the 45 day period referred to in Section 6.2 above or Licensed Field, if University determines prior to such date that it does not wish to take enforcement action against such infringerLicensee has standing, Licensee may (and/or prosecute, or if no standing. Licensee may permit any Sublicensee to) prosecute request the University 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 Technology or to grant any infringer any rights to the Patent Rights Technology 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% paid in proportion to Licensee and 40% each party’s legal expenses incurred in such enforcement action. Holders of exclusive licenses shall have the right to Universitygrant nonexclusive Sublicenses consistent with the rights granted herein in settlement of such enforcement action provided such Sublicenses do not conflict with any license granted by University to a third party.

Licensee Right to Prosecute. Subject to Sections 6.1 and 6.2 above above, if a third party infringes or allegedly infringes any patent under copyright in the Patent Rights and University either fails Licensed Software granted to commence a lawsuit with respect Licensee pursuant to such infringement by the end of the 45 day period referred to in Section 6.2 above or Schedule 5 (if University determines prior to such date that it does not wish to take enforcement action against such infringerany), 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 which 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 Technology or to grant any infringer any rights to the Patent Rights Technology 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-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-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, and (iii) the remainder, if any, shall be divided paid sixty percent (60% %) to Licensee and forty percent (40% %) to University.

Licensee Right to Prosecute. Subject to Sections 6.1 and 6.2 above if above, If a third party infringes or allegedly infringes any patent under the Licensed Patent Rights and University either fails to commence a lawsuit with respect to such infringement by within 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 infringerLicensed Field, 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 Technology or to grant any infringer any rights to the Patent Rights Technology 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-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-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, and (iii) the remainder, if any, shall be divided paid sixty percent (60% %) to Licensee and forty percent (40% %) to University.