Maintenance and Enforcement. A. Axon shall use its commercially reasonable judgment to determine the manner and extent to which legal protections for the Licensed Technology are necessary and appropriate, including without limitation protections obtained through the filing, prosecution and maintenance of patent and copyright applications in the United States and elsewhere. Based upon Axon’s determination, Axon shall, at its expense, take all actions reasonably required to obtain such legal protections for the Licensed Technology.
B. Without limiting the provisions of Subsection 5.5 (A), each party shall provide the other party of written notice if it becomes aware of any possible infringement or misappropriation of the Licensed Technology (such notice, an “Infringement Notice”). If Axon does not initiate action to cause the alleged infringement or misappropriation to terminate within thirty (30) days following receipt of an Infringement Notice from Adesto, then Adesto may, upon notice to Axon, initiate legal action against the alleged infringer (an “Enforcement Action”). If Adesto initiates an Enforcement Action, Axon shall provide such cooperation and assistance as reasonably requested by Adesto in connection therewith and Adesto shall bear the reasonable expenses incurred by Axon in providing such assistance and cooperation. Adesto may, at its expense, join or include Axon as a party to any Enforcement Action which Xxxxxx believes is or could be material to Adesto and Axon hereby agrees to such joinder and to submit to the personal jurisdiction of, and venue in, any court or agency in which such action is pending. Any damages, settlements or recoveries resulting from an Enforcement Action initiated by Adesto will first be applied to reimburse Adesto for any and all unreimbursed fees, costs and expenses (including attorneys’ fees) (collectively “Litigation Costs”) incurred by Adesto in connection with such Enforcement action. Adesto will also have the right to retain the remainder of any such damages, settlements or recoveries.
Maintenance and Enforcement. 2.3.1. Upon the Effective Date of the Agreement, Licensee agrees (i) to have responsibility for directing the preparation and filing of patent applications, (ii) for directing the prosecution of broad patent claims for the mutual benefit of Licensee and Licensor, (iii) for maintaining U.S. and foreign issued and granted patents, and (iv) to be invoiced directly by outside patent counsel and annuity service providers for patent prosecution and maintenance fees and costs, for each of the matters described under the Licensed Patent(s) and Work Product. Licensee will pay all relevant fees for all Licensed Technology during the term of the Agreement and Licensor will have no obligation to make any registrations, filings or payments.
2.3.2. Licensee may bring evidence of infringement by Third Parties to Licensor at any time during the Term. Licensor will respond to such evidence as it deems appropriate, in its sole discretion, and will have sole discretion in determining whether to bring a patent infringement action against any alleged Third Party infringers. If, after sixty days of receiving actual notice of such infringement, Licensor does not take action to protect the rights of the Parties against such infringement, then Licensee will have the option to take action which is reasonably necessary to defend and protect the Licensed Patents against such infringement. Licensor shall reasonably cooperate with Licensee in connection with any action taken by Licensee. If Licensee recovers any damages or compensation for any action it takes hereunder in respect to a third party infringer, Licensee shall retain 100% of such damages, but shall pay Licensor a royalty on such amount, as if such damages represented net sales of the Licensed Patents.
Maintenance and Enforcement. 3.1 Member acknowledges that Zhaga is not the owner but the licensee of the D4i Trade- marks. Therefore, Zhaga shall not be liable for the maintenance or defence of the D4i Trademarks. If any of the D4i Trademarks is held invalid, abandoned or otherwise re- voked, Zhaga shall inform Member thereof and Annex 1 shall be updated accordingly.
3.2 Member shall notify Zhaga in writing if it becomes aware of any infringement of the D4i Trademarks. Zhaga shall determine in its sole discretion and in accordance with its license agreement with DiiA on whether and how it wishes to enforce the D4i Trade- marks in case of any infringement. Member shall have no right to enforce the D4i Trade- marks.
Maintenance and Enforcement. If Summit Trademarks are used to Commercialize any Licensed Product in the Sarepta Territory, then Summit will use Commercially Reasonable Efforts to establish, maintain, enforce and defend such Summit Trademarks in the applicable countries of the Sarepta Territory during the Term. Sarepta shall be responsible for [**] of the costs of such efforts in the Sarepta Territory and Sarepta shall reimburse Summit for all such costs incurred by Summit within forty-five (45) days after receiving any invoice from Summit for such costs. Sarepta will use Commercially Reasonable Efforts to establish, maintain, enforce and defend any Sarepta Trademarks in the Sarepta Territory during the Term, at its expense for so long as they are being used in connection with Licensed Products.
Maintenance and Enforcement. Neither Party shall have any obligation hereunder to maintain or institute any action or suit against Third Parties for infringement of any of such Party’s Intellectual Property Rights licensed hereunder or to defend any action or suit brought by a Third Party which challenges or concerns the validity of any of such Party’s Intellectual Property Rights licensed hereunder. In addition, neither Party shall have any right to institute any action or suit against Third Parties for infringement of any of the other Party’s Intellectual Property Rights licensed hereunder.
Maintenance and Enforcement. (a) C&C shall have the obligation, at its own expense, to maintain all the C&C Trademarks.
(b) LDRLY shall have the exclusive right, at LDRLY’s sole cost, to enforce LDRLY’s rights in and to the Licensed Rights during the Term of this Agreement against any Person that LDRLY reasonably believes is infringing or misappropriating any of the Licensed Rights. LDRLY shall have sole control of any such action. C&C agrees to cooperate with LDRLY and provide LDRLY all reasonable assistance in connection with any such enforcement actions by LDRLY, and, if requested by LDRLY and considered appropriate by C&C, C&C will in connection with any such enforcement action or suit participate as a named Party. C&C will provide all reasonable assistance to LDRLY in connection with the foregoing and will continue to participate in any such legal proceedings for so long as LDRLY may request. LDRLY shall be entitled to recover all damages and/or benefit from any settlements in connection with any such legal proceeding maintained by LDRLY, subject to reimbursement to C&C of any actual third party costs incurred by C&C in supporting any action, paid pro rata, parri passu with LDRLY reimbursements. In any circumstance where LDRLY lacks standing to bring such action, C&C shall join any such enforcement action at LDRLY’s sole cost.
Maintenance and Enforcement. (a) Licensee will reasonably notify Licensor promptly of any actual or threatened infringements, imitations or unauthorized uses of Licensor’s Trademarks by a third party of which Licensee becomes aware.
(b) Licensor will have the sole right, though it is under no obligation, to bring any action for any past, present and future infringements of its intellectual property rights in Licensor’s Trademarks. Licensee will reasonably cooperate with Licensor, at the expense of Licensor for any and all costs incurred by Licensee, in any efforts by Licensor to enforce its rights in the Licensor’s Trademarks or to prosecute third party infringers of Licensor’s Trademarks. Licensor will be entitled to retain any and all damages and other monies awarded or otherwise paid in connection with any such action.
Maintenance and Enforcement. 2.1 During the Term, Licensor shall pay for all costs incurred in connection with the preparation, filing, prosecution and maintenance of the patent applications listed on Exhibit A. The filing, prosecution, and maintenance of all Exhibit A patent applications (and patents issuing with respect thereto) shall be the primary responsibility of Licensor. Licensor shall provide Licensee regular updates of proof of maintenance of any patents resulting from the applications listed in Exhibit A of this Agreement.
Maintenance and Enforcement. 7.1 Resorba shall be responsible for the maintenance of the ‘816 Patent Family and payment of all fees associated with such maintenance. Resorba will not abandon, or fail to maintain, any patent in the ‘816 Patent Family without prior written agreement of Organogenesis.
7.2 If any Party becomes aware of potential infringement of any patent within the ‘816 Patent Family licensed to Organogenesis, then that Party will notify the other Party as soon as possible. At the option and sole discretion of Organogenesis, Organogenesis may initiate a patent infringement action and may name Resorba as an additional plaintiff. If Resorba is so named, it agrees to join such action. All monies received by Organogenesis as a result of the action (including but not limited to any award of damages, sub-license fees and royalties), less attorneys’ and experts’ fees and expenses for which Organogenesis or Resorba are responsible and which shall be reimbursed to both Parties, shall be apportioned equally between the Parties.
7.3 Resorba shall provide any assistance reasonably requested in connection with any patent infringement action to enforce any licensed patent in the ‘816 Patent Family that is initiated by Organogenesis. In the event that Organogenesis names Resorba as a plaintiff, Resorba shall have the option to be jointly represented by counsel for Organogenesis. In the event that Resorba chooses such joint representation and such counsel at any time notifies Organogenesis and Resorba that a conflict has arisen so that counsel cannot continue to represent both parties, or in the event that Resorba in its discretion but for valid reason chooses, Resorba may retain separate counsel, provided that Resorba shall be responsible for the entire cost of any separate counsel unless such separate counsel is required due to a conflict, in which case the cost of such separate counsel shall be borne equally between Organogenesis and Resorba. Resorba’s counsel costs shall be reimbursable as provided for in Section 7.2.
7.4 Where Organogenesis initiates infringement action pursuant to Section 7.2, Organogenesis shall have the sole right to enter into any settlement in any patent infringement action to enforce any licensed patent in the ‘816 Patent Family, except that it shall not have the authority to grant any license or sublicense without the prior written consent of Resorba, such consent not to be unreasonably withheld or delayed. Organogenesis shall disclose details of any such se...
Maintenance and Enforcement. Licensee agrees to co-operate with the Licensor and SCC in maintaining the Accreditation Mark. Without limiting the generality of the foregoing, Licensee shall, at the Licensor’s request and expense, execute such further agreements, forms, and/or declarations as may be required by Licensor or the SCC in connection with the Accreditation Mark. Licensee shall inform the Licensor of any unauthorized use of the Accreditation Mark or any non-complying use of the Accreditation Mark that comes to its attention, and shall reasonably co-operate and assist the Licensor and/or SCC as requested in any opposition or action taken by the Licensor or SCC against any third party to protect or enforce the SCC’s rights in the Accreditation Mark. Notwithstanding the foregoing, nothing in this Agreement shall be construed as requiring the SCC to file, prosecute, or maintain any applications for Document #: F205-1-SCC Release Date: 12-JUL-2019 Page 5 of 9 registration of the Accreditation Mark in any jurisdiction or any oppositions or actions for infringement or unauthorized use in respect of the Accreditation Mark. Licensee shall not be entitled to take proceedings in its own name to enjoin unauthorized use of the Accreditation Mark or usage by any third party of any potentially confusing mark without prior written permission from the Licensor or SCC.
