Common use of Patent Enforcement Clause in Contracts

Patent Enforcement. 5.2.1 If either party should become aware of any infringement or misappropriation or threatened infringement or misappropriation of the Patent Rights, it shall promptly notify the other party in writing and provide any information available to that party relating to such alleged infringement or misappropriation. 5.2.2 Somaxon shall have the primary right, but not the obligation, to take action in its own name and its expense to secure the cessation of any infringement or misappropriation or to institute, prosecute and control legal proceedings to prevent or restrain such infringement or misappropriation concerning the Patent Rights in the Field. ProCom One agrees to assist Somaxon, at Somaxon’s expense, in the prosecution of any action or legal proceedings related to infringement or misappropriation of the Patent Rights in the Field. If requested by Somaxon, ProCom One agrees (a) to join any action or legal proceeding to enforce the Patent Rights in the Field against any third party or (b) to bring such action or proceeding in its own name (at Somaxon’s expense and subject to Somaxon’s prosecution and control), if required by applicable law or regulation for such action or proceeding to be brought or continue. If Somaxon takes action or prosecutes legal proceedings relating to the infringement or misappropriation of the Patent Rights in the Field, after payment of ProCom One’s out-of-pocket costs and Royalty due to ProCom One on any award of lost profits, all other damages and costs recovered in any action or proceedings or by way of settlement shall belong to Somaxon. 5.2.3 In the event that Somaxon takes no action within six (6) months of notice of any such infringement or misappropriation, ProCom One shall have the right, but not the obligation, to take action in its own name and its expense to secure the cessation of any such infringement or misappropriation or to institute, prosecute and control legal proceedings to prevent or restrain such infringement or misappropriation concerning the Patent Rights in the Field. If requested by ProCom One, Somaxon agrees to join any action or legal proceeding to enforce the Patent Rights in the Field against any third party. If ProCom One takes action or prosecutes legal proceedings relating to the infringement or misappropriation of the Patent Rights in the Field, after payment of Somaxon’s out-of-pocket costs, all other damages and costs recovered in any action or proceedings or by way of settlement shall belong to ProCom One.

Patent Enforcement. 5.2.1 If either party should become aware of any infringement or misappropriation or threatened infringement or misappropriation of the Patent Rights, it shall promptly notify the other party in writing and provide any information available to that party relating to such alleged infringement or misappropriation. 5.2.2 Somaxon shall have the primary right, but not the obligation, to take action in its own name and its expense to secure the cessation of any infringement or misappropriation or to institute, prosecute and control legal proceedings to prevent or restrain such infringement or misappropriation concerning the Patent Rights in the Field. ProCom One agrees to assist Somaxon, at Somaxon’s 's expense, in the prosecution of any action or legal proceedings related to infringement or misappropriation of the Patent Rights in the Field. If requested by Somaxon, ProCom One agrees (a) to join any action or legal proceeding to enforce the Patent Rights in the Field against any third party or (b) to bring such action or proceeding in its own name (at Somaxon’s expense and subject to Somaxon’s prosecution and control), if required by applicable law or regulation for such action or proceeding to be brought or continueparty. If Somaxon takes action or prosecutes legal proceedings relating to the infringement or misappropriation of the Patent Rights in the Field, after payment of ProCom One’s 's out-of-pocket costs and Royalty due to ProCom One on any award of lost profits, all other damages and costs recovered in any action or proceedings or by way of settlement shall belong to Somaxon. 5.2.3 In the event that Somaxon takes no action within six (6) months of notice of any such infringement or misappropriation, ProCom One shall have the right, but not the obligation, to take action in its own name and its expense to secure the cessation of any such infringement or misappropriation or to institute, prosecute and control legal proceedings to prevent or restrain such infringement or misappropriation concerning the Patent Rights in the Fieldfield. If requested by ProCom One, Somaxon agrees to join any action or legal proceeding to enforce the Patent Rights in the Field against any third party. If ProCom One takes action or prosecutes legal proceedings relating to the infringement or misappropriation of the Patent Rights in the Field, after payment of Somaxon’s 's out-of-pocket costs, all other damages and costs recovered in any action or proceedings or by way of settlement shall belong to ProCom One.

Patent Enforcement. 5.2.1 If either party should become aware of any infringement or misappropriation or threatened infringement or misappropriation of the Patent RightsLicensed IP by a third party, it shall promptly notify the other party in writing and provide any information available to that party relating to such alleged infringement or misappropriation. 5.2.2 Somaxon shall have the primary first right, but not the obligation, to take action in its own Synchroneuron's name and its Somaxon's own expense to secure the cessation of any infringement or misappropriation or to institute, prosecute and control legal proceedings to prevent or restrain such infringement or misappropriation concerning the Patent Rights in the FieldLicensed IP. ProCom One Synchroneuron agrees to assist Somaxon, at Somaxon’s 's expense, in the prosecution of any action or legal proceedings related to infringement or misappropriation of the Patent Rights in the FieldLicensed IP. If requested by Somaxon, ProCom One Synchroneuron agrees (a) to join any action or legal proceeding to enforce the Patent Rights in the Field Licensed IP against any third party or (b) to bring such action or proceeding in its own name (at Somaxon’s expense and subject to Somaxon’s prosecution and control), if required by applicable law or regulation for such action or proceeding to be brought or continueparty. If Somaxon takes action or prosecutes legal proceedings relating to the infringement or misappropriation of the Patent Rights in the FieldLicensed IP, after payment of ProCom One’s Somaxon shall (a) reimburse Synchroneuron for its reasonable out-of-pocket costs associated with its assistance under this Section 5.2.2; and Royalty due (b) within thirty (30) days of receipt of any damages or costs in any such action or proceeding, pay to ProCom One on Synchroneuron five percent (5%) of any award such damages or costs, after deduction of lost profits, all Somaxon's applicable legal fees and related costs directly attributable to the action for infringement of misappropriation. All other damages and costs recovered in any action or proceedings or by way of settlement shall belong to Somaxon. For the avoidance of doubt, (i) to the extent that Somaxon enters into a sublicense agreement with a formerly infringing party to permit such party to continue to sell Licensed Products, any amounts paid thereafter by such party to Somaxon pursuant to the sublicense agreement shall be considered "Sublicense Fees" for purposes of Section 4.12 and (ii) to the extent that Somaxon receives any amounts from a sublicensee representing damages recovered by the sublicense attributable to an action for infringement of misappropriation of the Licensed IP, such amounts shall be considered "Sublicense Fees" for purposes of Section 4.12. 5.2.3 In the event that Somaxon takes no action does not pursue any such infringement or misappropriation within six (6) months of notice of any such infringement or misappropriation, ProCom One Synchroneuron shall have the right, but not the obligation, to take action in its own name and its expense to secure the cessation of any such infringement or misappropriation or to institute, prosecute and control legal proceedings to prevent or restrain such infringement or misappropriation concerning the Patent Rights in the FieldLicensed IP. If requested by ProCom OneSynchroneuron, Somaxon agrees to join any action or legal proceeding to enforce the Patent Rights in the Field Licensed IP against any third party. If ProCom One Synchroneuron takes action or prosecutes legal proceedings relating to the infringement or misappropriation of the Patent Rights in the FieldLicensed IP, after payment of Somaxon’s 's reasonable out-of-pocket costs, all other damages and costs recovered in any action or proceedings or by way of settlement shall belong to ProCom OneSynchroneuron. If Synchroneuron assumes control of any infringement or misappropriation action hereunder, Synchroneuron may terminate certain Somaxon rights under the License pursuant to Section 9.4.2 hereof.