Infringing Activities definition

Infringing Activities has the meaning given in Section 7.2(a), below.

Infringing Activities is defined in SECTION 7.1.

Infringing Activities means as set forth in Section 3.01(b).

Examples of Infringing Activities in a sentence

• Any monetary damages, court-ordered third party costs, settlements, royalties or other recovery received from any Third Party resulting from, arising out of or relating to any Competing Product Enforcement Action or Enforcement Action for Competing Infringing Activities shall be distributed to the Parties on a pro rata basis based upon the IP Costs paid by each Party in connection with such Enforcement Action.

• Upon reasonable request by the Party permitted to take legal action against Third Party Infringing Activities under this Article 14 (the “Enforcing Party”), the other Party shall give the Enforcing Party all reasonable information and assistance, including allowing the Enforcing Party reasonable access to its files and documents and personnel who may have possession of relevant information.

• In the event that the Company becomes aware of any infringement by a third party of any of the IP or Marks (“Infringing Activities”), it shall promptly institute, prosecute and control any action or proceeding with respect to any such Infringing Activities, using counsel of its choice, including any declaratory judgment action arising from such infringement.

• In the event that any claim of infringement under clause (i) of this Section 11.2 is, or in Lexicon's judgment is likely to be, substantiated, Lexicon will use all commercially reasonable efforts to obtain a license from the applicable Third Party to permit the parties to continue to engage in the allegedly infringing activities (hereinafter the "Infringing Activities").

• Any amounts recovered with respect to Third Party Infringing Activities, whether by settlement or judgment, shall be used first to reimburse the Parties for their reasonable costs and expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses), with any remainder being paid to the Parties [***].

• The Transferee, or a Transferee Assignee or Permitted Transferee, as applicable, shall have the first right to attempt to xxxxx Infringing Activities within the Territory, including by taking and controlling an Enforcement Action with respect to Company Patents assigned to the Transferee hereunder and Joint Patents.

• As between the Parties, the right to enforce such Company Patent or Joint Patent with respect to such infringement, or to defend any declaratory judgment action with respect thereto, or to compromise or settle such infringement claim or declaratory judgment action, in each case to the extent the same pertains to Infringing Activities (each, an “Enforcement Action”) shall be as set forth in this Section 2.

• Transferee shall have the first right to attempt to xxxxx Infringing Activities within the Territory, including by taking and controlling an Enforcement Action with respect to the Assigned IP and Joint Patents.

• The foregoing agreements of the parties will be reflected in a joint defense agreement protecting the privileged status and confidentiality of the parties’ communication in respect of those Infringing Activities.

• If, after all commercially reasonable efforts, Lexicon is unable to effect a satisfactory solution to any such infringement claim regarding the Infringing Technology, Lexicon will have the right to terminate BMS's rights under this Agreement solely with respect to the Infringing Activities.