Patent Prosecution; Enforcement and Defense Sample Clauses

Patent Prosecution; Enforcement and Defense. Pfizer shall have the sole right (but not the obligation) to file, prosecute and maintain the Patents in the Territory in Pfizer’s name and at Pfizer’s own costs and expense. Pfizer will have the sole right (but not the obligation), at its own expense, to control enforcement and defense of the Patents and Licensed Know-How against any Third Party infringement or action, as applicable. If Licensee becomes aware of a possible infringement of the Patents by a Third Party in any country, Licensee will notify Pfizer, through MPP, immediately. The decision on whether any legal action is necessary or appropriate shall be made solely by Pfizer in its sole discretion. In the event that Pfizer institutes an action at its expense against alleged Third Party infringers with respect to Compound, Product or any Licensed Product, or takes action to defend the Patents, Licensee agrees to cooperate in good faith with Pfizer in such action, upon the request of Pfizer and Pfizer shall reimburse Licensee for the reasonable out-of-pocket costs incurred by Licensee in providing such cooperation. Any recovery obtained by Pfizer as a result of such a proceeding or other action shall he retained by Pfizer.
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Patent Prosecution; Enforcement and Defense. Shionogi shall have the sole right (but not the obligation) to file, prosecute and maintain the Patents in the Territory in Shionogi's name and at Shionogi's own costs and expense. Shionogi will have the sole right (but not the obligation), at its own expense, to control enforcement and defense of the Patents and Licensed Know-How against any Third Party infringement or action, as applicable. If Licensee becomes aware of a possible infringement of the Patents by a Third Party in any country, Licensee will notify Shionogi, through MPP, immediately. The decision on whether any legal action is necessary or appropriate shall be made solely by Shionogi in its sole discretion. In the event that Shionogi institutes an action at its expense against alleged Third Party infringers with respect to Compound or any Licensed Product, or takes action to defend the Patents, Licensee agrees to cooperate in good faith with Shionogi in such action, upon the request of Shionogi and Shionogi shall reimburse Licensee for the reasonable out-of-pocket costs incurred by Licensee in providing such cooperation. Any recovery obtained by Shionogi as a result of such a proceeding or other action shall he retained by Shionogi.
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Patent Prosecution; Enforcement and Defense. (a) The Seller shall, at the Seller’s expense take any and all actions, and prepare, execute, deliver and file any and all agreements, documents and instruments, that are reasonably necessary to diligently preserve and maintain the applicable Intellectual Property Rights, including payment of maintenance fees or annuities. In connection with any actions or decisions by the Seller not to act in respect of matters contemplated by the foregoing sentence, the Seller shall provide advance written notice of all such actions or decisions not to act in order to consult with the Purchasers, and the Seller shall, in good faith, give due consideration to any reasonable suggestions of, the Purchasers.
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Patent Prosecution; Enforcement and Defense. (i) To the extent required or permitted by the Commercialization Agreement and the MSK Agreement, the Seller shall take any and all actions, and prepare, execute, deliver and file any and all agreements, documents and instruments, that are reasonably necessary or desirable to diligently preserve and maintain the applicable Licensed Patents, including payment of maintenance fees or annuities. In connection with any actions or decisions by the Seller not to act in respect of matters contemplated by the foregoing sentence, to the extent such action or decision would reasonably be expected to have a Material Adverse Effect, the Seller shall provide advance written notice of all such actions or decisions not to act in order to consult with the Purchaser, and the Seller shall, in good faith, give due consideration to any reasonable suggestions of the Purchaser.
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Patent Prosecution; Enforcement and Defense. (a) With respect to the Intellectual Property Rights relating to the Licensed Products,
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Patent Prosecution; Enforcement and Defense. (i)To the extent required or permitted by the applicable Covered License Agreements, the Seller shall (and shall cause the Company to), at the Seller’s expense, take any and all actions, and prepare, execute, deliver and file any and all agreements, documents and instruments, that are reasonably necessary or desirable to diligently preserve and maintain the applicable Intellectual Property Rights in the Territory, including payment of maintenance fees or annuities. In connection with any actions or decisions by the Seller not to act (or to cause the Company not to act) in respect of matters contemplated by the foregoing sentence, to the extent such action or decision would reasonably be expected to have a Material Adverse Effect, the Seller shall provide advance written notice of all such actions or decisions not to act in order to consult with the Purchaser, and the Seller shall, in good faith, give due consideration to any reasonable suggestions of, the Purchaser.
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Patent Prosecution; Enforcement and Defense. Pfizer shall have the sole right (but not the obligation) to file, prosecute and maintain the Patents in the Territory in Pfizer’s name and at Xxxxxx’s own cost and expense. Pfizer will have the sole right (but not the obligation), at its own expense, to control enforcement and defense of the Patents and Licensed Know-How against any Third Party infringement or action, as applicable. If MPP becomes aware of a possible infringement of the Patents by a Third Party in any country, MPP will notify Pfizer immediately so that Pfizer may decide, in its sole discretion, whether any action is necessary. For the avoidance of doubt, MPP shall ensure that each Sublicensee is aware of, and abides by, the notification requirements of this Section 2.10. In the event that Pfizer institutes an action at its expense against alleged Third Party infringers with respect to the Compound, Product or any Licensed Product, or takes action to defend the Patents, MPP agrees to cooperate in good faith with Pfizer in such action, upon the request of Pfizer and at a reasonable cost to be borne by Pfizer. Any recovery obtained by Pfizer as a result of such a proceeding or other action shall be retained by Pfizer.
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Patent Prosecution; Enforcement and Defense 
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Related to Patent Prosecution; Enforcement and Defense

  • Patent Prosecution 7.1 UFRF shall diligently prosecute and maintain the Licensed Patents using counsel of its choice and reasonably acceptable to Licensee. UFRF shall promptly provide Licensee with a copy of all Licensed Patent: applications, amendments, filings, all office actions, invoices and other communications sent to, and received from, the Licensed Patent counsel, the United States Patent and Trademark Office, and foreign patent offices. Both parties agree to keep such information confidential.

  • Regulatory Enforcement Actions The Company, the Bank and its other Subsidiaries are in compliance in all material respects with all laws administered by and regulations of any Governmental Agency applicable to it or to them, the failure to comply with which would have a Material Adverse Effect. None of the Company, the Bank, the Company’s or the Bank’s Subsidiaries nor any of their officers or directors is now operating under any restrictions, agreements, memoranda, commitment letter, supervisory letter or similar regulatory correspondence, or other commitments (other than restrictions of general application) imposed by any Governmental Agency, nor are, to the Company’s knowledge, (a) any such restrictions threatened, (b) any agreements, memoranda or commitments being sought by any Governmental Agency, or (c) any legal or regulatory violations previously identified by, or penalties or other remedial action previously imposed by, any Governmental Agency remains unresolved.

  • Enforcement of Patents As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 shall have the first right, but not the obligation, to prosecute any Infringement with respect to the Exclusive Licensed Patents including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its choice. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes any such Infringement in the Field in the Territory, Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

  • Specific Enforcement Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

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