Common use of Prosecution and Defense of Infringements Clause in Contracts

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. 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 judgments 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 unreasonably 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 or 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, whichhereunder, 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. In order to maintain the license granted hereunder in force, Licensee shall prosecute any and all infringements of any Scripps Licensor Patent and Trademark Rights and shall defend all charges of infringement arising as a result of the exercise of Scripps Licensor Patent and Trademark Rights by Licensee, its Affiliates or sublicensees, unless otherwise agreed to between Scripps Licensor and Licensee. Licensee may enter into settlements, stipulated judgements judgments or other arrangements respecting such infringement, at its own expense, but only with the prior written consent of ScrippsLicensor, which consent shall not be reasonably unreasonably withheld. Scripps Licensor shall permit any action to be brought in its name if required by law, and Licensee shall hold Scripps Licensor harmless from any costs, expenses of liability respecting all such infringements or charges of infringement. Scripps Licensor agrees to provide provide, at a reasonable hourly rate of compensation, all 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, 3.6.1 for which Licensee shall pay to Scripps a reasonable hourly rate of compensationreimburse Licensor's out-of-pocket expenses. In the event Licensee fails to prosecute any such infringement, Licensee shall notify Scripps Licensor in writing promptly and Scripps Licensor shall have the right to prosecute such infringement on its own behalf. Failure on the part of Licensee to prosecute any such infringement that Licensor subsequently elects to prosecute on its own behalf shall be grounds for termination of the license granted to Licensee hereunder (but solely with respect to the patent at issuehereunder, 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 ScrippsLicensor.

Prosecution and Defense of Infringements. In Except as provided herein, 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 LicenseeLicensee and Licensee shall hold Scripps harmless from any costs or expenses of liability respecting all such infringements. Licensee may enter into settlements, stipulated judgements judgments 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 unreasonably 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, unless Licensee shall have established to Scripps reasonable satisfaction that such prosecution would be unwarranted or unreasonable in view of the likelihood of success, the costs of prosecution, the amount of any anticipated recovery, or the economic impact of the infringement.

Prosecution and Defense of Infringements. In order to maintain the license granted hereunder in force, Licensee shall use reasonable business judgement to prosecute any and all infringements in the Field 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 judgments 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 unreasonably 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 or 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 3.6.13.1, 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, whichhereunder, 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. In order to maintain the license granted hereunder in force, Licensee shall prosecute any and all infringements of any Scripps Rensselaer Patent Rights or Rensselaer Trademark Rights and shall defend all charges of infringement arising as a result of the exercise of Scripps Rensselaer Patent Rights by Licensee, its Affiliates or sublicensees, unless otherwise agreed to between Scripps Rensselaer and Licensee. Licensee may enter into settlements, stipulated judgements judgments or other arrangements respecting such infringement, at its own expense, but only with the prior written consent of ScrippsRensselaer, which consent shall not be reasonably unreasonably withheld. Scripps Rensselaer shall permit any action to be brought in its name if required by law, and Licensee shall hold Scripps Rensselaer harmless from any costs, expenses of or liability respecting all such infringements or charges of infringement. Scripps Rensselaer 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 3.6.13.6.2, for which Rensselaer and Leak Location Technologies, Inc. Exclusive License Agreement OTC Contract # 0262-050107L Licensee shall pay to Scripps Rensselaer a reasonable hourly rate of compensation, plus oUt-of-pocket. expenses. In the event Licensee fails to prosecute any such infringement, Licensee shall notify Scripps Rensselaer in writing promptly and Scripps Rensselaer 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, whichhereunder, 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 ScrippsRensselaer.

Prosecution and Defense of Infringements. In order 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 maintain the license granted hereunder in force, that effect. Licensee shall prosecute 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 all infringements nullity actions) of any Scripps Licensed Patent Rights Right, at its own expense and by counsel of its own choice, and TSRI shall defend all charges have the right, at its own expense, to be represented in any such action by counsel 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 Licenseeown choice. Licensee may enter into settlements, stipulated judgements judgments or other arrangements respecting such infringement, at its own expense, but only with the prior written consent of ScrippsTSRI, which consent shall not be reasonably unreasonably withheld. Scripps TSRI shall permit any action to be brought in its name if required by lawlaw or to join any action as a necessary party if required for prosecution of such action (which shall be a condition to any obligation of Licensee to prosecute infringement of any Licensed Patent Rights to the extent necessary to enable Licensee to do so), and Licensee shall hold Scripps TSRI harmless from any costs, expenses of or liability respecting all such infringements or charges of infringementinfringement actions. Scripps TSRI 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 3.6.18.6.1, for which Licensee shall pay to Scripps TSRI a reasonable hourly rate of compensation. In the event If Licensee fails to prosecute bring any such action or proceeding within (A) [***] days following the notice of alleged infringement, Licensee shall notify Scripps or (B) [***] days before the time limit, if any, set forth in writing promptly the appropriate laws and Scripps regulations for the filing of such actions, whichever comes first, then TSRI shall have the right to prosecute bring and control any such infringement on action, at its own behalf. Failure on expense and by counsel of its own choice, and Licensee shall have the part of Licensee right, at its own expense, to prosecute be represented in any such infringement shall be grounds for termination action by counsel 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 Scrippsits own choice.

Prosecution and Defense of Infringements. In order to maintain the license granted hereunder in force, Licensee shall use reasonable business judgment to prosecute any and all infringements in the Field 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 judgments 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 unreasonably 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 or 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 3.6.13.1, 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, whichhereunder, 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. In order to maintain the license granted hereunder in force, Licensee EPIcyte shall have the first option to prosecute or xxxxx any and all infringements of any Scripps Patent Rights and shall have the first option to defend all charges of infringement arising as a result of the exercise of Scripps Patent Rights by LicenseeEPIcyte, its Affiliates or sublicensees, unless otherwise agreed to between Scripps and LicenseeEPIcyte. Licensee EPIcyte may enter into settlements, stipulated judgements judgments 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 unreasonably withheld. Scripps shall permit any action to be brought in its name if required by law, and Licensee EPIcyte 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 EPIcyte may require in any litigation arising in accordance with the provisions of this Section 3.6.13.7.1, for which Licensee EPIcyte shall pay to Scripps a reasonable hourly rate of compensation. In the event Licensee EPIcyte fails to prosecute any such infringement, Licensee EPIcyte shall notify Scripps in writing promptly and Scripps shall have the right to prosecute such infringement on its own behalf. Failure on In the part event that EPIcyte fails to commence enforcement or otherwise terminates or resolves an alleged infringement within six months after EPIcyte has learned of Licensee the alleged infringement, Scripps shall have the right, but not the obligation, to prosecute bring and control any such infringement shall be grounds for termination action using counsel of its own choice and at its own expense. If one party brings any such action or proceeding, the license granted other party may join in the action in order to Licensee hereunder (but solely provide reasonable assistance and to share in the costs and expenses associated 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 Scrippsaction.