Third Party Infringers Sample Clauses

Third Party Infringers. Each party shall notify the other promptly upon learning of any actual, alleged or threatened infringement of the TRADEMARKS applicable to the PRODUCT or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offences. Only OPTIMER will be authorized to initiate at its own discretion legal proceedings against any infringement or threatened infringement of TRADEMARKS applicable to the PRODUCT.

Third Party Infringers. If Distributor becomes aware that a third party is or may be making unauthorized use of (a) any patent owned by Puregraft, or for which Puregraft has the exclusive right of use, which relates to the Products (“Puregraft’s Patents”), Distributor shall promptly give Puregraft written notice thereof, which notice shall fully describe the potentially infringing action of such third party. Distributor shall consult with Puregraft with respect to any suit, injunction, or other action taken against such third party, and will consider in good faith any input provided by Puregraft. Distributor shall cooperate with Puregraft, at no out-of-pocket expense to Distributor, in connection with any action taken by Puregraft to terminate the infringements, seek damages, or otherwise seek redress for the infringement.

Third Party Infringers. If either party hereto becomes aware of any third party infringement of any SHINYAKU PATENT in the TERRITORY, it shall promptly inform the other party and shall supply the other party with all evidence possessed by the notifying party pertaining to such infringement. OPTIMER shall have the sole right and opportunity to enforce any SHINYAKU PATENT in the TERRITORY and shall bear the full cost and expense of such enforcement action. OPTIMER shall reasonably consult with SHINYAKU prior to beginning and during such enforcement action. All money recovered upon the final judgment or settlement of any such suit shall be retained by OPTIMER. OPTIMER may deduct its out of pocket costs and expenses of such enforcement action from amounts payable to SHINYAKU under Section 12.1(ii), up to [***]% of the amount payable each QUARTER, until all such out of pocket costs and expenses have been so deducted. In the event OPTIMER should receive monies due to successful resolution of such a patent dispute, at such time OPTIMER shall reimburse SHINYAKU for all such out of pocket costs and expenses of such enforcement action previously deducted from amounts payable to SHINYAKU under Section 12.1(ii).

Third Party Infringers. If either PARTY hereto becomes aware of any third party infringement of any SHINYAKU PATENT in the TERRITORY, it shall promptly inform the other PARTY and shall supply the other PARTY with all evidence possessed by the notifying PARTY pertaining to such an infringement. INNOVIVE shall have the sole right and opportunity to enforce any SHINYAKU PATENT in the TERRITORY and shall bear the full cost and expense of such an enforcement action. INNOVIVE shall reasonably consult with SHINYAKU prior to beginning and during such an enforcement action. SHINYAKU agrees to be joined as a party to the action at the request of INNOVIVE and to cooperate reasonably in such an action, including providing good faith testimony. All monies recovered upon the final judgment or settlement of any such suit shall be retained by INNOVIVE.

Third Party Infringers. If either Party to this Agreement becomes aware that any of the Licensed Technology for which a patent has issued is being or has been infringed by a third party, that Party shall promptly notify the other Party in writing describing the facts relating to the infringement. Following said notification: A. LICENSEE shall have the initial right, but not the obligation, to institute, prosecute and control any action, suit or proceeding (an “Action”) with respect to such infringement, including any declaratory judgment action, at its expense, using legal counsel of its choice. The LICENSOR shall have the right to participate in any such Action, at its own expense, using legal counsel of its choice. B. If the LICENSEE elects not to exercise its right to initiate, prosecute and control any Action within one hundred twenty (120) days after notice of infringement, then the LICENSOR shall have the exclusive right, but not the obligation, to initiate, prosecute and control such Action at its sole expense. C. The LICENSEE shall be entitled to offset fifty percent (50%) of any reasonable and documented (to the LICENSOR) expenses that are incurred by the LICENSEE in connection with such Action. LICENSEE agrees to reimburse LICENSOR for fifty percent (50%) of such expenses provided that LICENSEE has obtained an exclusive license to the Licensed Technology subject to such Action. Any amounts recovered in such Action shall be used first to reimburse the LICENSEE and/or the LICENSOR, as the case may be, for expenses it incurred in connection with any Action. Any remaining amount shall be equally divided between the LICENSEE and the LICENSOR.

Third Party Infringers. Upon the discovery of any infringement or misappropriation of the Licensed Technology under the Technology Rights, the Parties hereto shall consult together with a view to reaching an agreement as to the ways and means of eliminating such infringement or addressing such misappropriation. If the Parties agree jointly to commence litigation against potential third party infringers, they will agree by their respective shares the expense burden thereof, which shares will be identical to their respective division of any recoveries thereof. In the event that SEI declines to participate in the enforcement and/or protection of the Licensed Technology under the Technology Rights, Isonics may, at its sole discretion and expense and to the extent permitted by law, initiate proceedings or take such steps as it deems appropriate, to enforce its rights with respect thereto. SEI shall cooperate with Isonics in such defense at Isonics' sole expense.

Third Party Infringers. If Distributor becomes aware that a third party is or may be making unauthorized use of (a) any patent owned by Aurastem, or for which Aurastem has the exclusive right of use, which relates to the Products (“Aurastem’s Patents”), Distributor shall promptly give Aurastem written Notice thereof, which Notice shall fully describe the potentially Infringing action of such third party. Distributor shall consult with Aurastem with respect to any suit, Injunction, or other action taken against such third party, and will consider In good faith any Input provided by Aurastem. Distributor shall cooperate with Aurastem, at no out-of-pocket expense to Distributor, In connection with any action taken by Aurastem to terminate the Infringements, seek damages, or otherwise seek redress for the Infringement.

Third Party Infringers. If either Party believes that any Primary Patent or Improvement Continuation Patent, which has issued or is otherwise enforceable, is being infringed by any unlicensed third party, it shall promptly notify the other Party in writing. Either Party shall have the right, but not the obligation, to take the appropriate steps to end any alleged unauthorized third party use of the Active Rehabilitation Technology or any technology claimed in a Primary Patent or an Improvement Continuation Patent. The parties shall endeavor to determine whether either or both will pursue such infringer. Either Party may submit a formal written request to the other Party seeking a written decision as to whether such other Party will pursue or participate in legal action against a third party infringer, either solely or together with the requesting Party. Such written decision shall be provided to the requesting Party within ninety (90) days of receipt of such request, or receipt of a sample of the allegedly infringing product, whichever is later. Neither Party shall initiate or commence a legal action against a third party infringer without first submitting such a formal written request stating such Party's intent to pursue such action and awaiting receipt of a written decision from the other Party. Further, a

Third Party Infringers. If ▇▇▇▇▇ becomes aware that a third party is or may be making unauthorized use of (a) any patent owned by MacroPore, or for which MacroPore has the exclusive right of use, which relates to the Products (“MacroPore’s Patents”), or (b) any other intellectual property rights relating to the Products owned or controlled by MacroPore, ▇▇▇▇▇ shall promptly give MacroPore written notice thereof. ▇▇▇▇▇ shall not take any other action regarding such infringement without the prior written approval of MacroPore, which shall not be unreasonably delayed or withheld. ▇▇▇▇▇ shall cooperate with MacroPore, at no out-of-pocket expense to ▇▇▇▇▇, in connection with any action taken by MacroPore to terminate the infringements. With respect to all claims and suits, including suits in which ▇▇▇▇▇ is joined as plaintiff, MacroPore shall have the sole right to employ counsel and to direct the handling of the claim and litigation and any settlement thereof.