No Obligation to Institute Action; Company’s Step-In Rights Sample Clauses

No Obligation to Institute Action; Company’s Step-In Rights. If University decides not to institute such suit, University shall, within the earlier of (i) sixty (60) days of the date University was reasonably aware or notified of the possible infringement and (ii) twenty (20) business days before the time limit to respond, if any, set forth in the applicable laws and regulations for the filing of such actions, notify Company, as well as its then-current other licensee(s) under the applicable Licensed Patent (collectively, the “Licensees”). In such event, the Licensees shall have the right (but not the obligation) to institute such suit, and at a Licensee’s request, University shall provide the Licensees with necessary documentation and assistance to facilitate the Licensees’ efforts therefore, including facilitating correspondence between the Licensees. In any prosecution initiated by Company, Company must notify the other Licensees of the existence of such legal action and allow the other Licensees to join as plaintiff. In addition, in the event other Licensee(s) instigates an infringement prosecution, Company hereby consents to being joined as a plaintiff in such suit solely for the purpose of procuring standing to bring the action and at the sole expense of the initiating Licensee(s). Company acknowledges that it and the other Licensees, if applicable, will need to mutually agree upon matters related to the prosecution, including without limitation, litigation strategy and the allocation of expenses and recovery; provided, however that (1) priority for leading any action shall be given in the following order: (a) unless the Licensees have otherwise mutually agreed, to the Licensee paying all or a substantial portion of the expenses related to such prosecution if the other Licensee(s) are unwilling or unable to be reasonably responsible for such costs, (b) to the Licensee(s) having a marketed product with respect to which such Third Party infringement is or may be competitive; (c) to the Licensee(s) with a product in development with respect to which such Third Party infringement is or may be competitive and (2) if reasonably requested by a Licensee, University shall facilitate the Licensees’ discussions on such matters. Company shall not initiate any suit against Corixa Corporation or any company member of the Glaxo Group of companies for infringement of those certain Licensed Patents annotated as being patents formerly co-owned by Corixa Corporation in Section A1 of Exhibit A. Company shall not settle any suits ...
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Related to No Obligation to Institute Action; Company’s Step-In Rights

  • Unconditional Right of Securityholders to Institute Certain Suits Notwithstanding any other provision in this Indenture and any provision of any Security, the right of any Holder of any Security to receive payment of the principal of and interest on such Security on or after the respective due dates expressed in such Security, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

  • No Obligation To Take Action Against the Company Neither the Trustee nor any other Person shall have any obligation to enforce or exhaust any rights or remedies or to take any other steps under any security for the Obligations or against the Company or any other Person or any property of the Company or any other Person before the Trustee is entitled to demand payment and performance by any or all Guarantors of their liabilities and obligations under their Guarantees or under this Indenture.

  • Condition to Company Action The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

  • INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.

  • CREDIT UNION LIABILITY FOR FAILURE TO MAKE TRANSFERS If we do not complete a transfer to or from your account on time or in the correct amount according to our agreement with you, we may be liable for your losses or damages. However, we will not be liable for direct or consequential damages in the following events:

  • No Obligation to Continue Business Relationship Neither the Plan, this agreement, nor the grant of this option imposes any obligation on the Company to continue the Optionee in employment or other Business Relationship.

  • Obligations to or by Stockholders Except as disclosed in the Parent SEC Documents, the Parent has no Liability or obligation or commitment to any stockholder of Parent or any Affiliate or “associate” (as such term is defined in Rule 405 under the Securities Act) of any stockholder of Parent, nor does any stockholder of Parent or any such Affiliate or associate have any Liability, obligation or commitment to the Parent.

  • Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security or any coupons appertaining thereto, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer, director or employee, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the coupons appertaining thereto by the holders thereof and as part of the consideration for the issue of the Securities and the coupons appertaining thereto.

  • No Rights or Liabilities as a Stockholder This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company. No provision of this Warrant, in the absence of affirmative action by the holder hereof to purchase Warrant Shares, and no mere enumeration herein of the rights or privileges of the holder hereof, shall give rise to any liability of such holder for the Exercise Price or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • No obligation to monitor No Finance Party is bound to monitor or verify the utilisation of the Facility.