Actual or Threatened Infringement. Subject to any obligation to a third party licensor of Technology or Patent Rights to a party with respect to the subject matter hereof:
Actual or Threatened Infringement. (a) In the event either Party becomes aware of any possible infringement or unauthorized possession or use of any Licensed Product(s) (collectively, an “Infringement”), that Party shall promptly notify the other Party and provide it with details (an “Infringement Notice”).
Actual or Threatened Infringement. In the event either ADM Sub or MBX becomes aware of any possible infringement or unauthorized possession, knowledge or use of any Technology, which is the subject matter of this Agreement, in the Field (collectively, an "Infringement"), that Party shall promptly notify the other Party and provide it with available details. ADM Sub hereby reserves the exclusive right (but not obligation) to take whatever action it deems appropriate to prevent or terminate any third party infringement of ADM Sub Patent Rights claiming the ADM Sub Technology. MBX hereby reserves the exclusive right (but not obligation) to take whatever action it deems appropriate to prevent or terminate any third party infringement of MBX Patent Rights claiming the MBX Technology. Notwithstanding the foregoing, during the term, if either ADM Sub or MBX (the "Defending Party") decides to take any action to prevent or terminate any Third Party infringement of its Patent Rights within the Field, it shall first give notice to the other Party (the "Neutral Party") and, if the Neutral Party can produce a written legal opinion of an independent patent attorney concluding that there is a reasonable likelihood that such Third Party could, in good faith, in connection with such action, allege that a claim or claims within Patent Rights Controlled by the Neutral Party are invalid or unenforceable, then the Defending Party shall not take such action against such Third Party without the prior, written consent of the Neutral Party. ADM Sub and MBX, sharing expenses equally and acting through patent attorneys or agents agreed upon by them, shall take whatever action they shall agree upon to prevent or terminate any third party infringement of Patent Rights relating to Joint Alliance Technology; provided, however, that if the Parties cannot agree, MBX shall have the right to make the final determination with respect to third party infringement within the Field. In all cases, all decisions by a Party pursuant to this Section 11.2 shall be made in good faith and in the best interest of the Commercial Alliance.
Actual or Threatened Infringement. Subject to Myco's obligations to licensors, if any, of Myco Patent Rights or Joint Patent Rights, when information comes to the attention of Pfizer to the effect that any Myco or Joint Patent Rights relating to a Licensed Product have been or are threatened to be unlawfully infringed Pfizer shall have the right at its expense to take such action as it may deem necessary to prosecute or prevent such unlawful infringement. Pfizer shall notify Myco promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If Pfizer determines that it is necessary or desirable for Myco to join any such suit, action or proceeding, Myco shall, at Pfizer's expense, execute all papers and perform such other acts as may be reasonably required to permit Pfizer to act in Myco's name. If Pfizer brings a suit, it shall have the right first to reimburse itself out of any sums recovered in such suit or in its settlement for all costs and expenses, including attorney's fees, related to such suit or settlement, and [***************] of any funds that shall remain from said recovery shall be paid to Myco and the balance of such funds shall be retained by Pfizer. If Pfizer does not, within one hundred twenty (120) days after giving notice to Myco of the above-described information, notify Myco of Pfizer's intent to bring suit against any infringer, Myco shall have the right to bring suit for such alleged infringement, but it shall not be obligated to do so, and may join Pfizer as party plaintiff, if appropriate, in which event Myco shall hold Pfizer free, clear and harmless from any and all costs and expenses of such litigation, including attorney's fees, and any sums recovered in any such suit or in its settlement shall belong to Myco. However, [************************************ ***] of any such sum received by Myco, after deduction of all costs and expenses related to such suit or settlement, including attorney's fees paid, shall be paid to Pfizer. Each party shall always have the right to be represented by counsel of its own
Actual or Threatened Infringement. (a) In the event either Party or any of such Party’s Affiliates becomes aware of any possible infringement or unauthorized possession, knowledge or use of any Technology that is the subject matter of this Agreement, including any Joint Technology, in connection with the discovery, research, development, manufacture, use, sale import or commercialization of (i) a Paratek Compound in the Field, or (ii) a Lead Candidate or Product within or outside of the Field (collectively, an “Infringement”), that Party shall promptly notify the other Party and provide it with full details (an “Infringement Notice”).
Actual or Threatened Infringement. 4.5.1 In the event either Party becomes aware of any probable infringement or unauthorized possession, knowledge or use of any Patent Right or Technology that is (a) licensed by PTI from Durect pursuant to the DLA or (b) actually then being used in the Development Program or, in the reasonable judgment of such Party, reasonably likely to be used or useful in the Development, manufacture or Marketing of any Products hereunder or under the Collaboration Agreement (collectively, an “Infringement”), that Party shall notify the JOC and other Party within thirty (30) days and shall provide each with full details (an “Infringement Notice”). The JOC shall decide what actions are to be taken with respect to such matters, subject to the provisions of this Section 4.5.
Actual or Threatened Infringement. (a) In the event either party becomes aware of any possible infringement or unauthorized possession, knowledge or use in the Field of any patent or other intellectual property which is the subject matter of this Agreement (collectively, an "Infringement"), that party shall promptly notify the other party and provide it with full details. WYETH-AYERST shall be responsible for the prosecution, prevention or termination of any Infringement at WYETH-AYERST's expense and with the sharing of recoveries as specified below. If WYETH-AYERST does not commence an action to prosecute, or otherwise take steps to prevent or terminate an Infringement within one hundred and twenty (120) days from such notice, then with respect to CHEMGENICS Owned Technology and Patent Rights and Joint Technology and Joint Patent Rights, or with respect to any WYETH-AYERST Patent Rights or Technology licensed to CHEMGENICS hereunder, CHEMGENICS shall have the right and option to take such reasonable action as CHEMGENICS considers appropriate to prosecute, prevent or terminate such Infringement. If either party determines that it is necessary or desirable for the other to join any such suit, action or proceeding, the second party shall execute all papers and perform such other acts as may be reasonably required in the circumstances.
Actual or Threatened Infringement. In the event either party becomes aware of any possible infringement or unauthorized possession, knowledge or use in the Field, or outside the Field with a detrimental effect to the R & D Program or otherwise in the Field itself, of any Patent, Confidential Information, or Technology (collectively, an "Infringement"), that party shall promptly notify the other party and provide it with full details. WYETH-AYERST shall be responsible for the prosecution, prevention or termination of any Infringement at WYETH-AYERST's expense and with the sharing of recoveries as specified below. If WYETH-AYERST does not commence an action to prosecute, or otherwise take steps to prevent or terminate an Infringement within one hundred and twenty (120) days from such notice, then with respect to Technology and Patent Rights owned solely by SIGA and Joint Technology and Joint Patent Rights, SIGA shall have the right and option to take such reasonable action as SIGA considers appropriate to prosecute, prevent or terminate such Infringement. If either party determines that it is necessary or desirable for the other to join any such suit, action or proceeding, the second party shall execute all papers and perform such other acts as may be reasonably required in the circumstances.
Actual or Threatened Infringement. If either party learns of any actual or threatened infringement or misappropriation or any attack on the validity or enforceability by a Third Party with respect to Joint Patent Rights, Joint Program Intellectual Property or Licensed Technology anywhere in the Territory, such party shall promptly notify the other party and shall provide such other party with available evidence of such events.
Actual or Threatened Infringement. (a) In the event either Party becomes aware of any possible infringement or unauthorized possession, knowledge or use of any Patent Right which is the subject matter of this Agreement, including any Joint Technology (collectively, an “Infringement”), that Party shall promptly notify the JDMC and other Party and provide it with full details (an “Infringement Notice”). The JDMC shall decide which actions are to be taken with respect to such matters, subject to the provisions of this Section 9.2. All reasonable costs and expenses expended by a Party in connection herewith and monies or other assets recovered by a Party pursuant hereto shall be deemed Collaboration Costs and Collaboration Revenue, as the case may be, to the extent the same are related to a Product.
