Common use of Suit by Harvard Clause in Contracts

Suit by Harvard. If Syllable does not take action in the prosecution, prevention, or termination of any Infringement pursuant to Section 7.2 above, and has not commenced negotiations with the infringer for the discontinuance of said Infringement, within [***] days after receipt of notice to Syllable by Harvard of the existence of an Infringement, Harvard may elect to do so. Should Harvard elect to bring suit against an infringer and Xxxxxxxx is joined as party plaintiff in any such suit, Syllable shall have the right to approve the counsel selected by Harvard to represent Harvard and Syllable, such approval not to be unreasonably withheld. Any and all expenses, including reasonable attorneys’ fees, incurred by Xxxxxxxx with respect to the prosecution, adjudication and/or settlement of such suit, including any related appeals, shall be paid for entirely by Harvard and Harvard shall hold Syllable free, clear and harmless from and against any and all such expenses. Harvard shall not compromise or settle such litigation without the prior written consent of Syllable, which consent shall not be unreasonably withheld or delayed. In the event Harvard exercises its right to sue pursuant to this Section 7.3, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then [***].

Suit by Harvard. If Syllable Licensee does not take action in the prosecution, prevention, or termination of any Infringement pursuant to Section 7.2 above, and has not commenced negotiations with the infringer for the discontinuance of said Infringement, within [***] ninety (90) days after receipt of notice to Syllable Licensee by Harvard of the existence of an Infringement, Harvard may elect to do so. Should Harvard elect to bring suit against an infringer and Xxxxxxxx Licensee is joined as party plaintiff in any such suit, Syllable Licensee shall have the right to approve the counsel selected by Harvard to represent Harvard and SyllableLicensee, such approval not to be unreasonably withheld. Any and all expenses, including reasonable attorneys’ fees, incurred by Xxxxxxxx Licensee with respect to the prosecution, adjudication and/or settlement of such suit, including any related appeals, shall be paid for entirely by Harvard and Harvard shall hold Syllable Licensee free, clear and harmless from and against any and all such expenses. Harvard shall not compromise or settle such litigation without the prior written consent of SyllableLicensee, which consent shall not be unreasonably withheld or delayed. In the event Harvard exercises its right to sue xxx pursuant to this Section 7.3, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Licensee shall receive an amount equal to [***]] of such funds and the remaining [***] of such funds shall be retained by Harvard.

Suit by Harvard. If Syllable Licensee does not take action in the prosecution, prevention, or termination of any Infringement pursuant to Section 7.2 (Suit by Licensee) above, and has not commenced negotiations with the infringer for the discontinuance of said actual Infringement, within [***] days after receipt of written notice to Syllable Licensee by Harvard of the existence of an Infringement, then Harvard may elect to do so. Should Harvard elect to bring suit against an infringer and Xxxxxxxx Licensee joins (at its election), or is joined (by Harvard), as party plaintiff in any such suit, Syllable then Licensee shall have the right to approve the counsel selected by Harvard to represent Harvard and SyllableLicensee, such approval not to be unreasonably withheld. Any and all expenses, including reasonable attorneys’ fees, incurred by Xxxxxxxx Licensee with respect to the prosecution, adjudication and/or or settlement of such suit, including any related appeals, shall be paid for entirely by Harvard and Harvard shall hold Syllable Licensee free, clear and harmless from and against any and all such expenses. Harvard shall not compromise or settle such litigation without the prior written consent of SyllableLicensee, which consent shall not be unreasonably withheld withheld, conditioned or delayed; provided, however, that Licensee shall retain the sole authority to grant Sublicenses in its discretion. In the event Harvard exercises its right to sue xxx pursuant to this Section 7.37.3 (Suit by Harvard), it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit[***]. If, after such reimbursement, any funds shall remain from said recovery, then [***].

Suit by Harvard. If Syllable Licensee does not take action in the prosecution, prevention, or termination of any Infringement pursuant to Section 7.2 above, and has not commenced negotiations with the infringer for the discontinuance of said Infringement, within [***] ninety (90) days after receipt of notice to Syllable Licensee by Harvard of the existence of an Infringement, Harvard may elect to do so. Should Harvard elect to bring suit against an infringer and Xxxxxxxx Licensee is joined as party plaintiff in any such suit, Syllable Licensee shall have the right to approve the counsel selected by Harvard to represent Harvard and SyllableLicensee, such approval not to be unreasonably withheld. Any and all expenses, including reasonable attorneys’ fees, incurred by Xxxxxxxx Licensee with respect to the prosecution, adjudication and/or settlement of such suit, including any related appeals, shall be paid for entirely by Harvard and Harvard shall hold Syllable Licensee free, clear and harmless from and against any and all such expenses. Harvard shall not compromise or settle such litigation without the prior written consent of SyllableLicensee, which consent shall not be unreasonably withheld or delayed. In the event Harvard exercises its right to sue pursuant to this Section 7.3, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then [***].Licensee shall receive an amount equal to percent ( %) of such funds and the remaining Harvard. percent ( %) of such funds shall be retained by

Suit by Harvard. If Syllable Licensee does not take action in the prosecution, prevention, or termination of any Infringement pursuant to Section 7.2 above, and has not commenced negotiations with the infringer for the discontinuance of said Infringement, within [***] ninety (90) days after receipt of notice to Syllable Licensee by Harvard of the existence of an Infringement, Harvard may elect to do so. Should Harvard elect to bring suit against an infringer and Xxxxxxxx Licensee is joined as party plaintiff in any such suit, Syllable Licensee shall have the right to approve the counsel selected by Harvard to represent Harvard and SyllableLicensee, such approval not to be unreasonably withheld. Any and all expenses, including reasonable attorneys’ fees, incurred by Xxxxxxxx Licensee with respect to the prosecution, adjudication and/or settlement of such suit, including any related appeals, shall be paid for entirely by Harvard and Harvard shall hold Syllable Licensee free, clear and harmless from and against any and all such expenses. Harvard shall not compromise or settle such litigation without the prior written consent of SyllableLicensee, which consent shall not be unreasonably withheld or delayed. In the event Harvard exercises its right to sue xxx pursuant to this Section 7.3, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then [***]Licensee shall receive an amount equal to _________ percent (__%) of such funds and the remaining _________ percent (__%) of such funds shall be retained by Harvard.

Suit by Harvard. If Syllable Licensee does not take action in the prosecution, prevention, or termination of any Infringement pursuant to Section 7.2 above, and has not commenced negotiations with the infringer for the discontinuance of said Infringement, within [***] days after receipt of notice to Syllable Licensee by Harvard of the existence of an Infringement, Harvard may elect to do so. Should Harvard elect to bring suit against an infringer and Xxxxxxxx Licensee is joined as party plaintiff in any such suit, Syllable Licensee shall have the right to approve the counsel selected by Harvard to represent Harvard and SyllableLicensee, such approval not to be unreasonably withheld. Any and all expenses, including reasonable attorneys’ fees, incurred by Xxxxxxxx Licensee with respect to the prosecution, adjudication and/or settlement of such suit, including any related appeals, shall be paid for entirely by Harvard and Harvard shall hold Syllable Licensee free, clear and harmless from and against any and all such expenses. Harvard shall not compromise or settle such litigation without the prior written consent of SyllableLicensee, which consent shall not be unreasonably withheld or delayed. In the event Harvard exercises its right to sue pursuant to this Section 7.3, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then [***]Licensee shall receive an amount of such funds equal to the Non-Royalty Income percentage then applicable to the Licensed Product that is the subject of such action and the remainder of such funds shall be retained by Harvard.

Suit by Harvard. If Syllable Licensee does not take action in the prosecution, prevention, or termination of any Infringement pursuant to Section 7.2 above, and has not commenced negotiations with the infringer for the discontinuance of said Infringement, within [***] days after receipt of notice to Syllable Licensee by Harvard of the existence of an Infringement, Harvard may elect to do so. Should Harvard elect to bring suit against an infringer and Xxxxxxxx Licensee is joined as party plaintiff in any such suit, Syllable Licensee shall have the right to approve the counsel selected by Harvard to represent Harvard and SyllableLicensee, such approval not to be unreasonably withheld. Any and all expenses, including reasonable attorneys’ fees, incurred by Xxxxxxxx Licensee with respect to the prosecution, adjudication and/or settlement of such suit, including any related appeals, shall be paid for entirely by Harvard and Harvard shall hold Syllable Licensee free, clear and harmless from and against any and all such expenses. Harvard shall not compromise or settle such litigation without the prior written consent of SyllableLicensee, which consent shall not be unreasonably withheld or delayed. In the event Harvard exercises its right to sue xxx pursuant to this Section 7.3, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Licensee shall receive an amount equal to [**] percent ([**]%) of such funds and the remaining [**] percent ([**]%) of such funds shall be retained by Harvard.

Suit by Harvard. If Syllable Licensee does not take action in the prosecution, prevention, or termination of any Infringement pursuant to Section 7.2 above, and has not commenced negotiations with the infringer for the discontinuance of said Infringement, within [***] ninety (90) days after receipt of notice to Syllable Licensee by Harvard of the existence of an Infringement, Harvard may elect to do so. Should Harvard elect to bring suit against an infringer and Xxxxxxxx Licensee is joined as party plaintiff in any such suit, Syllable Licensee shall have the right to approve the counsel selected by Harvard to represent Harvard and SyllableLicensee, such approval not to be unreasonably withheld. Any and all expenses, including reasonable attorneys’ fees, incurred by Xxxxxxxx Licensee with respect to the prosecution, adjudication and/or settlement of such suit, including any related appeals, shall be paid for entirely by Harvard and Harvard shall hold Syllable Licensee free, clear and harmless from and against any and all such expenses. Harvard shall not compromise or settle such litigation without the prior written consent of SyllableLicensee, which consent shall not be unreasonably withheld or delayed. In the event Harvard exercises its right to sue xxx pursuant to this Section 7.3, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then [***]Licensee shall receive an amount equal to percent ( %) of such funds and the remaining percent ( %) of such funds shall be retained by Harvard.

Suit by Harvard. If Syllable Licensee does not take lake action in the prosecution, prevention, or termination of any Infringement pursuant to Section 7.2 above, and has not commenced negotiations with the infringer for the discontinuance of said Infringement, within [***] ninety (90) days after receipt of notice to Syllable Licensee by Harvard of the existence of an Infringement, Harvard may elect to do so. Should Harvard elect to bring suit against an infringer and Xxxxxxxx Licensee is joined as party plaintiff in any such suit, Syllable Licensee shall have the right to approve the counsel selected by Harvard to represent Harvard and SyllableHarvard, such approval not to be unreasonably withheld. Any and all expenses, including reasonable attorneys’ fees, incurred by Xxxxxxxx with respect to the prosecution, adjudication and/or settlement The expenses of such suitsuit or suits that Harvard elects to bring, including any related appealsexpenses of Licensee reasonably incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Harvard and Harvard shall hold Syllable Licensee free, clear and harmless from and against any and all costs of such expenseslitigation, including attorney’s fees. Harvard shall not compromise or settle such litigation without the prior written consent of SyllableLicensee, which consent shall not be unreasonably withheld or delayed. In the event Harvard exercises its right to sue xxx pursuant to this Section 7.3, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ attorney’s fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then [***].Licensee shall receive an amount equal to twenty percent (20%) of such funds and the remaining eighty percent (80%) of such funds shall be retained by Harvard. 7.4

Suit by Harvard. If Syllable Licensee does not take action in the prosecution, prevention, or termination of any Infringement pursuant to Section 7.2 above, and has not commenced negotiations with the infringer for the discontinuance of said Infringement, within [***] ninety (90) days after receipt of notice to Syllable Licensee by Harvard of the existence of an Infringement, Harvard may elect to do so. Should Harvard elect to bring suit against an infringer and Xxxxxxxx Licensee is joined as party plaintiff in any such suit, Syllable Licensee shall have the right to approve the counsel selected by Harvard to represent Harvard and SyllableLicensee, such approval not to be unreasonably withheld. Any and all expenses, including reasonable attorneys’ fees, incurred by Xxxxxxxx Licensee with respect to the prosecution, adjudication and/or settlement of such suit, including any related appeals, shall be paid for entirely by Harvard and Harvard shall hold Syllable Licensee free, clear and harmless from and against any and all such expenses. Harvard shall not compromise or settle such litigation without the prior written consent of SyllableLicensee, which consent shall not be unreasonably withheld or delayed. In the event Harvard exercises its right to sue xxx pursuant to this Section 7.3, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then [***].Licensee shall receive an amount equal to percent ( %) of such funds and the remaining Harvard. percent ( %) of such funds shall be retained by

Suit by Harvard. If Syllable Licensee does not take action in the prosecution, prevention, or termination of any Infringement pursuant to Section 7.2 above, and has not commenced negotiations with the infringer for the discontinuance of said Infringement, within [***] days after receipt of notice to Syllable Licensee by Harvard of the existence of an Infringement, Harvard may elect to do so. Should Harvard elect to bring suit against an infringer and Xxxxxxxx Licensee is joined as party plaintiff in any such suit, Syllable Licensee shall have the right to approve the counsel selected by Harvard to represent Harvard and SyllableLicensee, such approval not to be unreasonably withheld. Any and all expenses, including reasonable attorneys’ fees, incurred by Xxxxxxxx Licensee with respect to the prosecution, adjudication and/or settlement of such suit, including any related appeals, shall be paid for entirely by Harvard and Harvard shall hold Syllable Licensee free, clear and harmless from and against any and all such expenses. Harvard shall not compromise or settle such litigation without the prior written consent of SyllableLicensee, which consent shall not be unreasonably withheld or delayed. In the event Harvard exercises its right to sue sxx pursuant to this Section 7.3, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Licensee shall receive an amount equal to [**] percent ([**]%) of such funds and the remaining [**] percent ([**]%) of such funds shall be retained by Harvard.