Prosecution by Licensor. Licensor may, but shall not be obligated to commence an infringement action against any person or entity infringing, including infringement or misappropriating the Licensed Technology directly or contributorily. Licensee shall cooperate with Licensor as reasonably requested. The costs of such enforcement shall be shared equally between the parties. If Licensee so desires, it may retain counsel and experts of its own choosing; provided, however, that this shall not relieve Licensee from its obligations to share the costs incurred by Licensor as provided above. Any and all amounts recovered with respect to such an action shall be applied first to reimburse the Parties for their out-of-pocket expenses (including reasonable attorneys’ fees) in prosecuting such infringement or misappropriation. The remainder shall be deemed Net Sales under this Agreement and be treated accordingly.
Prosecution by Licensor. Licensor shall be primarily responsible for any legal proceedings against any infringement of the Licensor Trademarks. Licensee shall cooperate with Licensor as reasonably requested. The costs of such proceedings shall be borne by Licensor. In the event Licensor shall not be willing to take legal proceedings against any infringer, Licensee may take such proceedings, and in such case any damages recovered shall belong to Licensee. Expenses incurred by Licensee in such action may be offset against Net Sales.
Prosecution by Licensor. Licensor shall thereafter have the right, but not any obligation, to prosecute, obtain issuance of, and/or maintain such patent or patent application relinquished by Licensee in such country at its own cost, and any such applications and resultant patents shall not be subject to this Agreement.
Prosecution by Licensor. If Licensee determines in its sole discretion to abandon, not to maintain, or not to pursue the Prosecution and issuance of any Licensor Patent Right, then Licensee will provide Licensor with written notice promptly after any such determination to allow Licensor a reasonable period of time to determine, on a country-by-country basis in its sole discretion, its interest in filing, Prosecuting, or maintaining such Patent Right in the Territory (which notice by Licensee will be given no later than 30 days prior to the final deadline for any pending action or response that may be due with respect to such Patent Right with the applicable Patent Office). If Licensor provides written notice to Licensee expressing its interest in maintaining such Licensor Patent Right, then, with respect to such Licensor Patent Right in such country in the Territory, (a) Licensor may, in its sole discretion and at Licensor’s cost and expense, Prosecute and maintain or abandon such Patent Right; (b) such Patent Right will no longer be a Licensor Patent Right for purposes of this Agreement; and (c) Licensee will promptly (i) provide to Licensor or counsel designated by Licensor all files related to filing, Prosecuting, and maintaining such Patent Right, (ii) provide to Licensor a report detailing the status of all Licensor Patent Rights that Licensee is Prosecuting or maintaining as of the applicable date of such notice by Licensee, and (iii) Licensee will provide all assistance reasonably requested by Licensor in Licensor’s Prosecution and maintenance of the applicable Licensor Patent Rights (including by executing all requested documents and providing additional information with respect to the applicable Licensor Patent Rights).
Prosecution by Licensor. Licensor shall have the right, but not the obligation, to enforce its rights in and to the Licensed Intellectual Property, including, without limitation, in the Authorized Fields of Use. In such event, Licensee shall take any and all such action as is reasonably requested in writing by Licensor to assist Licensor in enforcing such rights. Licensor shall bear all costs and expenses associated with any such enforcement and shall reimburse Licensee for any and all costs and/or expenses (including, without limitation, reasonable attorneys' and experts' fees and costs) requested by Licensor and incurred by Licensee in assisting Licensor with such enforcement.
Prosecution by Licensor. Licensor shall use reasonable efforts, consistent with its normal practices, to: (a) prosecute any and all patent application(s) in connection with the Exclusively Licensed Patent Rights; and (b) file and prosecute Improvement Patent Rights licensed hereunder for which Licensor or Licensee deems it beneficial to obtain additional coverage. Licensee may recommend patent counsel for this purpose. Licensor shall permit Licensee to review all patent applications and claims made therein, and Licensor shall make reasonable efforts to implement modifications thereto as may be requested by Licensee prior to filing. With respect to filings pursuant to Paragraph (b) herein above, Licensor shall promptly disclose such Improvements to Licensee and Licensee shall elect within thirty (30) days whether such Improvements shall be included within the Improvement Patent Rights, at its expense. Licensor will have no obligation to prosecute patent applications that may constitute Improvements that are not elected by Licensee. Upon written election by Licensee, the parties will amend Exhibit A hereto to include inventions within the Exclusively Licensed Patent Rights, in a timely manner.
Prosecution by Licensor. Licensor has the right, at its option, using Axxxxx Gxxxxx Xxxxxxx LLP or such other patent counsel as are reasonably approved by Licensee, to control the filing for, prosecution and maintenance of all Licensed Patents, and of all patents and patent applications for Improvements, if any, that are conceived of or reduced to practice exclusively by Licensor. If such patents and patent applications reasonably relate or have applicability to the Field, Licensor shall (i) keep Licensee reasonably informed as to the filing, prosecution and maintenance of such patents and patent applications, (ii) furnish to Licensee copies of documents relevant to any such filing, prosecution and maintenance, and (iii) allow Licensee reasonable opportunity to comment on documents filed with any patent office which would affect Licensee’s rights under this Agreement, and Licensor shall reasonably consider such comments. For purposes of this Article 5, “prosecution and maintenance” of patents and patent applications shall be deemed to include, without limitation, the conduct of interferences, the initiation, conduct and/or defense of oppositions relating to the subject matter of the patents or patent applications, and other similar proceedings, as well as the maintenance of patents that have issued and/or requests for re-examinations, reissues or extensions of patent terms, but shall exclude actions against third parties to enforce patent rights.
Prosecution by Licensor
