Prosecution and Defense of Infringements. In order to maintain the license granted hereunder in force, Licensee shall prosecute any and all infringements of any Scripps Patent Rights and shall defend all charges of infringement arising as a result of the exercise of Scripps Patent Rights by Licensee, its Affiliates or sublicensees, unless otherwise agreed to between Scripps and Licensee. Licensee may enter into settlements, stipulated judgements or other arrangements respecting such infringement, at its own expense, but only with the prior written consent of Scripps, which consent shall not be reasonably withheld. Scripps shall permit any action to be brought in its name if required by law, and Licensee shall hold Scripps harmless from any costs, expenses of liability respecting all such infringements or charges of infringement. Scripps agrees to provide reasonable assistance of a technical nature which Licensee may require in any litigation arising in accordance with the provisions of this Section 3.6.1, for which Licensee shall pay to Scripps a reasonable hourly rate of compensation. In the event Licensee fails to prosecute any such infringement, Licensee shall notify Scripps in writing promptly and Scripps shall have the right to prosecute such infringement on its own behalf. Failure on the part of Licensee to prosecute any such infringement shall be grounds for termination of the license granted to Licensee hereunder (but solely with respect to the patent at issue, which, with respect to the country in which such infringement occurs, shall thereafter be excluded from the the definition of Scripps Patent Rights) at the option of Scripps.
Prosecution and Defense of Infringements. Licensee ---------------------------------------- shall have the right but not the obligation to prosecute any and all infringements of any patent licensed hereunder and to defend all charges of infringement arising as a result of the exercise by Licensee, its Affiliates or sublicensees of the rights granted hereunder. Licensee may enter into settlements, stipulated judgments or other arrangements respecting such infringement, at its own expense. Licensor shall permit any action to be brought in his name if required by law, and Licensee shall hold Licensor harmless from any costs, expenses of liability respecting all such infringements or charges of infringement, except such infringements as shall result from any breach of warranty made by Licensor herein. Licensor agrees to provide all necessary assistance of a technical nature which Licensee may require in any litigation arising with respect to the Licensed Technology. In the event Licensee elects not to prosecute any infringement, Licensee shall notify Licensor in writing promptly and Licensor shall have the right to prosecute such infringement on his own behalf. If Licensee elects to prosecute an infringement, then Licensor shall not be entitled to do so.
Prosecution and Defense of Infringements. Each party shall promptly provide written notice to the other of any suspected infringement of any claims in the Intellectual Property, or misuse, misappropriation, theft or breach of confidence of other proprietary rights in the Intellectual Property by a third party of which it is aware. Licensor shall have the right, but not the obligation, to prosecute any and all infringements of any Intellectual Property and to defend all charges of infringement arising as a result of the exercise of Licensor’s rights by Licensee, its sublicensees, or other third parties. Licensor may enter into settlements, stipulated judgments or other arrangements respecting such infringement, at its own expense, but only with the prior written consent of Licensee, which consent shall not be unreasonably withheld. Licensee shall permit any action to be brought in its name if required by law, and Licensor shall hold Licensee harmless from any costs, expenses or liability respecting all such infringements or charges of infringement. Licensee agrees to provide reasonable assistance that Licensor may require in any litigation arising in accordance with the provisions of this License Agreement. In the event Licensor fails to prosecute any such infringement within a period of ninety (90) days after receiving notice or otherwise having knowledge of such infringement, then Licensee shall have the right to prosecute such infringement on its own behalf.
Prosecution and Defense of Infringements. BGN and Sorrento shall promptly notify the other in writing of any alleged or threatened infringement of, or any challenge to the validity or unenforceability of, Licensed Patent Rights of which it becomes aware. After receiving notice from the other party of a possible infringement of the Licensed Patent Rights by a third party, the parties will consult with each other about whether and to what extent such third party’s products or activities are infringing upon the Licensed Patent Rights in that country, the extent to which the infringing products or activities are damaging sales of Licensed Products in such country, and the risk that an enforcement action against such third party would result in such third party challenging the validity or enforceability of the Licensed Patent Rights; provided, however, that promptly after delivery of such notice, and in any event prior to engaging in any such consultation or discussion, BGN and Sorrento shall enter into a mutually acceptable joint defense/common interest agreement for the purpose of preserving all applicable privileges attaching to the parties’ discussion and pursuit of their mutual interest in the enforcement of the Licensed Patent Rights. In this way, the parties will attempt to reach a mutual agreement regarding what, if any, action should be taken against the third party.
Prosecution and Defense of Infringements. SCIENT’X shall prosecute any and all infringements of any SCIENT’X Patent Rights and shall defend all charges of third party infringement of the SCIENT’X Patent Rights. SCIENT’X may enter into settlements, stipulated judgments or other arrangements respecting such infringement, at its own expense and without the consent of the Licensee, provided that the Licensee’s rights under this Agreement are not affected in a materially adverse manner by such settlement, stipulated judgment or other arrangement, in which case SCIENT’X shall seek the consent of the Licensee prior to entering into such settlement, stipulated judgment or other arrangement, and Licensee shall not unreasonably withhold such consent. Licensee agrees to provide reasonable assistance of a technical nature which SCIENT’X may require in any litigation arising in accordance with the provisions of this Section 3.6.1, for which SCIENT’X shall pay to Licensee a reasonable hourly rate of compensation.
Prosecution and Defense of Infringements. In order to maintain the license granted hereunder in force, CancerVax shall prosecute any and all infringements of any Patent Rights and shall defend all charges of infringement arising as a result of the exercise of Patent Rights by CancerVax, its Affiliates or sublicensees, unless otherwise agreed to between M-Tech and CancerVax. CancerVax may enter into settlements, stipulated judgments or other arrangements respecting such infringement, at its own expense, but only with the prior written consent of M-Tech, which consent shall not be unreasonably withheld. M-Tech shall permit any action to be brought in its name if required by law. M-Tech agrees to provide reasonable assistance of a technical nature which CancerVax may require in any litigation arising in accordance with the provisions of this Section 3.6.1. In the event CancerVax fails to prosecute any such infringement, CancerVax shall notify M-Tech in writing promptly and M-Tech shall have the right to prosecute such infringement on its own behalf. Failure on the part of CancerVax to prosecute any such infringement shall be grounds for termination of the license granted to CancerVax hereunder, with respect to the country in which such infringement occurs, at the option of M-Tech.
Prosecution and Defense of Infringements. [***] shall have the [***] to prosecute any and all infringements of any Licensed Patents and shall have the [***] to defend all charges of infringement arising as a result of [***], its Affiliates or sublicensees, unless otherwise agreed to between [***] and [***]. If [***] fails to resolve such infringement claims or initiate a lawsuit within [***] of its receipt of notice of such infringement or claim of infringement, [***], to prosecute such infringement or defend against such claims. [***] may enter into settlements, stipulated judgments or other arrangements respecting such infringement, [***].[***] shall hold [***] harmless from any costs, expenses or liability respecting all such infringements or charges of infringement that [***]. KGI and LICENSEE each agree to provide reasonable assistance that the party undertaking an action under this Section may require in the litigation, provided that the party providing such assistance to the other shall be [***]. Any damages or other recovery from an action undertaken by LICENSEE or KGI pursuant to this Section shall be allocated [***], and the balance will be allocated among the parties [***]. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Prosecution and Defense of Infringements. In the event that either TSRI or Licensee becomes aware of any infringement or threatened infringement by a Third Party of any Licensed Patent Rights, it shall notify the other party in writing to that effect. Licensee shall make good faith efforts to xxxxx or terminate such infringement. Licensee shall have the first right (but not the obligation) to bring and control any action or proceeding against a Third Party with respect to infringement (including patent invalidation and nullity actions) of any Licensed Patent Right, […***…] and by counsel of its own choice, and TSRI shall have the right, […***…], to be represented in any such action by counsel of its own choice. If Licensee fails to bring any such action or proceeding within (A) […***…] following the notice of alleged infringement, or (B) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then TSRI shall have the right to bring and control any such action, […***…] and by counsel of its own choice, and Licensee shall have the right, […***…], to be represented in any such action by counsel of its own choice.
Prosecution and Defense of Infringements. Sublicensor shall or shall cause the Rights Owners to, at its discretion, prosecute actions against infringements of any Sublicensor IP Rights. Sublicensor or the Rights Owners may enter into settlements, stipulated judgments or other arrangements respecting such infringement, at its own expense and without the consent of the Sublicensee, provided that the Sublicensee’s rights under this Agreement are not affected in a materially adverse manner by such settlement, stipulated judgment or other arrangement, in which case Sublicensor shall, or shall cause the Rights Owners to, seek the consent of the Sublicensee prior to entering into such settlement, stipulated judgment or other arrangement, and Sublicensee shall not unreasonably withhold such consent.
Prosecution and Defense of Infringements. In order to maintain the license granted hereunder in force, AURIGA shall have the right but not the obligation to prosecute any and all infringements of any ELLEVAN Technology and shall have the right but not the obligation to defend all charges of infringement arising as a result of the exercise of ELLEVAN Technology by AURIGA, its Affiliates or Sub-licensees. AURIGA may enter into settlements, stipulated judgments or other arrangements respecting such infringement, at its own expense. ELLEVAN shall permit any action to be brought in its name if required by law, and AURIGA shall hold ELLEVAN harmless from any costs, expenses and/or liability respecting all such infringements or charges of infringement. ELLEVAN agrees to provide reasonable assistance of a technical or factual nature which AURIGA may require in any litigation arising in accordance with the provisions of this section.
