Shire’s rights Sample Clauses

Shire’s rights. The Shire reserves for itself the right:
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Shire’s rights. If a Third Party brings a declaratory judgment suit against Shire with respect to [***], [***], Joint Patent Rights or any other Patent Rights owned or controlled by Shire, then Shire shall have the sole right, but not the obligation, to control the defense of such suit. Sangamo shall cooperate with Shire in any such suit as reasonably requested by Shire and at Shire’s expense. If the suit involves a [***], [***], or Joint Patent Right, then Sangamo also shall have the right to consult with Shire, and to participate in and be represented by independent counsel in such litigation at its own expense. Shire shall not, without Sangamo’s prior written consent, enter into any settlement or consent decree that requires any payment by or admits or imparts any other liability to Sangamo or admits the invalidity or unenforceability of any Sangamo Patent Rights, Joint Patent Rights, or [***], which consent shall not be unreasonably withheld.
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Shire’s rights. If a Third Party brings a declaratory judgment suit against Shire with respect to Joint Patent Rights that do not claim the composition, manufacture or use of a ZF Compound or a product or method containing, employing or made using a ZF Compound, or Shire [***] Patent Rights or any other Patent Rights owned or Controlled by Shire (other than a Shire Patent Right if such suit is also brought against Sangamo and is related to a Sangamo ZF Product Infringement), then Shire shall have the sole right, but not the obligation, to control the defense of such suit. Sangamo shall cooperate with Shire in any such suit as reasonably requested by Shire and at Shire’s expense. If the suit involves any such Joint Patent Right or any Shire [***] Patent Right, then Sangamo also shall have the right to consult with Shire, and to participate in and be represented by independent counsel in such litigation at its own expense. Shire shall not, without Sangamo’s prior written consent, enter into any settlement or consent decree that requires any payment by or admits or imparts any other liability to Sangamo or admits the invalidity or unenforceability of any Joint Patent Rights or Shire [***] Patent Rights, which consent shall not be unreasonably withheld, conditioned or delayed.
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Related to Shire’s rights

  • Access Rights Upon reasonable notice and supervision by the Granting Party, and subject to any required or necessary regulatory approvals, either the Connecting Transmission Owner or Developer (“Granting Party”) shall furnish to the other of those two Parties (“Access Party”) at no cost any rights of use, licenses, rights of way and easements with respect to lands owned or controlled by the Granting Party, its agents (if allowed under the applicable agency agreement), or any Affiliate, that are necessary to enable the Access Party to obtain ingress and egress at the Point of Interconnection to construct, operate, maintain, repair, test (or witness testing), inspect, replace or remove facilities and equipment to: (i) interconnect the Large Generating Facility with the New York State Transmission System; (ii) operate and maintain the Large Generating Facility, the Attachment Facilities and the New York State Transmission System; and (iii) disconnect or remove the Access Party’s facilities and equipment upon termination of this Agreement. In exercising such licenses, rights of way and easements, the Access Party shall not unreasonably disrupt or interfere with normal operation of the Granting Party’s business and shall adhere to the safety rules and procedures established in advance, as may be changed from time to time, by the Granting Party and provided to the Access Party. The Access Party shall indemnify the Granting Party against all claims of injury or damage from third parties resulting from the exercise of the access rights provided for herein.

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