Rights and Procedures. If either Party believes that any SpinCo Background Patent Rights, SpinCo Collaboration Patent Rights, Company Collaboration Patent Rights or Joint Collaboration Patent Rights (including any Compound-Specific Patent Rights) (i) is being infringed by a Third Party’s activities or (ii) is being challenged as invalid or unenforceable (“Infringement/Challenge”), it shall notify the other Party in writing and provide it with any evidence of such Infringement/Challenge that is reasonably available to such Party.
(i) The Company shall have the sole right, but not the obligation, at its sole cost and expense, to remove or defend against any Infringement/Challenge with respect to any Compound-Specific Patent Rights.
(ii) SpinCo shall have the sole right, but not the obligation, at its sole cost and expense, to remove or defend against any Infringement/Challenge with respect to any SpinCo Platform Patent Rights and any Extended IP Access Period Patent Rights.
(iii) With respect to any Infringement/Challenge in relation to any SpinCo Background Patent Rights, SpinCo Collaboration Patent Rights, and Joint Collaboration Patent Rights (excluding (x) any Compound-Specific Patent Rights, which are governed by Section 6.6(a)(i) and (y) any SpinCo Platform Patent Rights and any Extended IP Access Period Patent Rights, which are governed by Section 6.6(a)(ii)), (A) the Company shall have the sole right, but not the obligation, to remove or defend against any Infringement/Challenge with respect to any such Patent Rights that [***], including any Acquired Compound or Acquired Product (or the Exploitation thereof) in the Field, (B) SpinCo shall have the sole right, but not the obligation, to remove or defend against any Infringement/Challenge with respect to any such Patent Rights that [***] and (C) the Company shall have the first right, but not the obligation, at its sole cost and expense, to remove or defend against any Infringement/Challenge that is not described by clause (A) or (B) that may reasonably impact any Acquired Compound or Acquired Product in the Field; provided that if the Company determines not to remove or defend against any such Infringement/Challenge within ninety (90) days of receiving notice of any such Infringement/Challenge (or such other period as may be required to preserve SpinCo’s right to remove or defend against such Infringement/Challenge), SpinCo shall, at its sole cost and expense, have the right, but not the obligation, to defend against such ...
Rights and Procedures. If Isis or OncoGenex determines that any Patent licensed hereunder is being infringed by a Third Party’s activities and that such infringement could affect the exercise by the Parties of their respective rights and obligations under this Agreement, it will promptly notify the other Party in writing and provide such other Party with any evidence of such infringement that is reasonably available.
Rights and Procedures. 1. At any step of the grievance, a grievant may have “representation” as set forth above.
2. A grievant shall have the right to present a claim in accordance with the procedure described herein, free from interference, coercion, restraint, discrimination, or reprisal.
3. Nothing contained herein shall limit or otherwise exclude any grievant from seeking redress from any governmental agency, regulatory body, or any court of law with jurisdiction over this school district in the area of civil or equal rights violations. For all other areas the grievance procedure is the exclusive remedy for all alleged violations of this contract.
4. No grievance may be submitted to arbitration without the consent of the Association.
5. If the grievance arises from the actions of an authority higher than the immediate supervisor, it may be initially submitted at Step Two described herein.
6. Copies of the documents pertaining to a grievance which has been filed shall be placed only in the confidential files of the treasurer of the Board and the president of the Association. The treasurer shall make these available only to members of the Board, superintendent, legal counsel, and/or by court order.
7. Other than the final disposition at Step One or beyond, no record, document, or communication arising from a grievance shall be placed in the personnel file of any participant involved in the procedure herein described, unless so ordered by an arbitrator or a court of competent jurisdiction.
8. Time limits specified herein are considered maximum; however, they may be extended by written agreement of the parties. Failure at the informal or Step One of this procedure to dispose of a grievance within the time limits provided shall result in the grievance advancing to the next step. Lack of adherence to the time limits by the grievant shall bar the grievance and act as a waiver of the grievant’s right to proceed. Disposition of a grievance by a failure of any party to proceed within the applicable time limits shall be binding only as to that specific grievance and shall not serve as a precedent or past practice for the disposition of same or similar issues in the future.
9. Any meeting set forth in any of the stages of the grievance procedure which is commenced with the time period set forth may be continued, by mutual agreement, for the purpose of gathering or presenting additional information, and the time limits for instituting procedures in the next stage of the grievance procedu...
Rights and Procedures. In the event that either Party reasonably believes that a Third Party may be infringing any of the Licensed Patents such Party shall promptly notify the other Party in writing, identifying the alleged infringer and the alleged infringement complained of and furnishing the information upon which such determination is based. […***…] shall have the […***…], through counsel of its choosing and at […***…], to take any measures it deems appropriate to stop such infringing activities by such Third Party in any part of the Territory. Upon reasonable request by […***…], […***…] shall give […***…] all reasonable information and assistance, including allowing […***…] access to […***…] files and documents and to […***…] personnel who may have possession of relevant information at […***…]. If necessary for […***…] to prosecute any legal action, […***…] may request […***…] to join in the legal action provided that […***…] shall hold […***…] harmless from and against any and all costs and expenses of such litigation. If […***…] upon […***…] request so joins such legal action, […***…] may be represented by counsel of its own choosing, but […***…] shall not be subject to […***…] obligation to indemnify hereunder. In the event […***…] fails within forty-five (45) days following notice of such infringement, or earlier notifies […***…] in writing of its intent not, to take commercially appropriate steps to remove any infringement of any Licensed Patent, then, […***…] shall have the […***…], to do so at […***…]. Upon reasonable request by […***…], […***…] shall give […***…] all reasonable information and assistance, including allowing […***…] access to […***…] files and documents and to […***…] personnel who may have possession of relevant information at its own expense. If necessary for […***…] to prosecute any legal action, […***…] may request […***…] to join in the legal action provided that […***…] shall hold […***…] harmless from and against any and all costs and expenses of such litigation. If […***…] upon […***…] request so joins such legal action, […***…] may be represented by counsel of its own choosing, but […***…] shall not be subject to […***…] obligation to indemnify hereunder.
16.1.1 Notwithstanding the foregoing, if either Party receives any notice of certification regarding the Licensed Patents pursuant to the U.S. “Drug Price Competition and Patent Term Restoration Act” of 1984 (21 United States Code §355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV)) (“ANDA ACT”) claimi...
Rights and Procedures. If any third party is, in the reasonable opinion of either Party, within any jurisdiction, infringing any [***], the Party learning of such infringement will promptly notify the other Party and provide it with any reasonably available evidence of such possible infringement.
(a) Achaogen will have the first right to take steps to xxxxx the infringement and/or bring and control any action or proceeding with respect to such infringement and will bear all expenses thereof, and Isis will have the right, at its own expense, to be represented in any such action or proceeding. In this regard, Achaogen shall be entitled to use its good faith discretion in determining (i) whether to contact and/or institute any action or proceeding against an alleged third party infringer; (ii) the timing of any contact with an alleged third party infringer and/or action or proceeding to be instituted against an alleged third party infringer; (iii) the location of any action or proceeding to be instituted against an alleged third party infringer; and (iv) should there be more than one alleged third party infringer, which alleged infringer to contact regarding its alleged infringement or against whom any action or proceeding is to be brought; provided, however, that, if within [***] after having been requested by Isis to initiate an enforcement action against the alleged infringement of the Aminoglycoside Program Patents by a third party, Achaogen shall have been unsuccessful in persuading the alleged infringer to cease and desist and shall not have brought and/or be diligently prosecuting an infringement action (itself or through its sublicensees), or shall not have begun bona fide negotiations regarding the terms under which Achaogen would grant a sublicense to the alleged infringer, or if Achaogen earlier notifies Isis in writing of its intent not to take such steps, then, and in those events only, Isis will have the right, but not the obligation, to take steps to xxxxx the infringement and/or bring and control any action or proceeding with respect to such infringement at its expense, and Achaogen will have the right, at its own expense, to be represented in any such action or proceeding. If Isis requests that Achaogen bring an action with respect to such infringement and Achaogen believes it is not commercially reasonable to bring such actions, the Executive Officers will meet as soon as reasonably possible thereafter and in good faith attempt to reach agreement on commercially r...
Rights and Procedures. If Medarex or Celldex determines that any of the HuMAb Technology, the Medarex Patents or the Antibody Targeting Patents are being infringed by a Third Party’s activities and that such infringement could affect the exercise by the Parties of their respective rights and obligations under this Agreement, it shall promptly notify the other Party in writing and provide such other Party with any evidence of such infringement that is reasonably available. Promptly after the receipt of such written notice, the Parties shall meet and discuss in good faith the removal of such infringement. Medarex shall have the sole right, but not the obligation, to pursue such Third Party with respect to infringement of the HuMAb Technology and the Medarex Patents. Celldex shall have the sole right, but not the obligation, to pursue such Third Party with respect to the Antibody Targeting Patents. In either case, the pursuing Party shall consider in good faith any comments from the other Party and shall keep the other Party reasonably informed of any steps taken to remove such infringement.
Rights and Procedures. If Ionis or Praxis determines that any Patent licensed hereunder is being infringed by a Third Party’s activities and that such infringement could affect the exercise by the Parties of their respective rights and obligations or reduce the benefits anticipated by the Parties under this Agreement, it will promptly notify the other Party in writing. Except for the Ionis Product-Specific Patents, which are discussed below, the Party Controlling the Patent(s) that are allegedly being infringed will have the sole right, but not the obligation, to remove such infringement.
Rights and Procedures. If Medarex or Northwest determines that any Technology or Product Trademark is being infringed by a Third Party's activities and that such infringement could affect the exercise by the Parties of their respective rights and obligations under this Agreement, it shall promptly notify the other Party in writing and provide such other Party with any evidence of such infringement that is reasonably available. Promptly after the receipt of such written notice, the Parties shall meet and discuss in good faith the removal of such infringement. The pursuing Party shall consider in good faith any comments from the other Party and shall keep the other Party reasonably informed of any steps taken to remove such infringement.
Rights and Procedures. If Isis or OncoGenex determines that any Technology is being infringed by a Third Party’s activities and that such infringement could affect the exercise by the Parties of their respective rights and obligations under this Agreement, it will promptly notify the other Party in writing and provide such other Party with any evidence of such infringement that is reasonably available.
Rights and Procedures. If either Party determines that any HPA Patent is being infringed by a Third Party’s activities and that such infringement could affect the exercise by Emergent of its rights and obligations under this Agreement, it shall notify the other Party in writing and provide it with any evidence of such infringement that is reasonably available. Emergent shall have the first right, but not the obligation, to attempt to remove such infringement by commercially appropriate steps, including filing an infringement suit or taking other similar action, at its own expense. If required by law in order for Emergent to prosecute such suit, HPA shall join such suit as a Party, at Emergent’s expense. HPA shall use its best efforts to obtain any consents required by Third Parties owning Licensed HPA Patents in order to authorize Emergent to take legal action to remove such infringement. In the event Emergent fails within one hundred and twenty (120) days following notice of such infringement, or earlier notifies HPA in writing of its intent not to take commercially appropriate steps to remove any infringement of any such HPA Patent, HPA may do so at its own expense; provided, however, that if HPA fails to bring such suit or otherwise terminate such infringement within one hundred and twenty (120) days of its first having the right to do so, Emergent shall be permanently relieved of its royalty obligations under this Agreement until the earlier of (a) the date such suit is commenced, provided that Emergent shall be relieved of such obligations during any period that HPA is not diligently prosecuting such suit, and (b) the date that such infringement is otherwise terminated. The Party not enforcing the applicable HPA Patent shall provide reasonable assistance to the other Party, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow the enforcing Party to maintain the action.
