Declaratory Actions. 23 9.2. Filing, Prosecution and Maintenance of Metasyn Patent Rights.................................. 24 9.2.1. Prosecution and Maintenance........................................................... 24 9.2.2. Abandonment; Failure to Pay........................................................... 24 9.2.3. Infringement by Others; Prosecution Under the Direction of the Joint Steering Committee.............................................................. 24 9.2.4. Cooperation in Infringement Actions................................................... 24 (iii)
Declaratory Actions. In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Metasyn Patent Rights in the Territory shall be brought against either Party, the Party against which such action is brought shall notify the other Party in writing. The Party against which such action is brought will defend said action using counsel approved by the Joint Steering Committee, and no settlement, consent judgment or other voluntary final disposition of the action may be entered into by the Parties without the consent of the Joint Steering Committee. The costs of such defense will be considered Development Costs if incurred during the Development Phase of a Licensed Product and Costs of Goods Sold if incurred thereafter.
Declaratory Actions. In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Metasyn Patent Rights in the Territory shall be brought against DRL, DRL shall notify Metasyn in writing, and the parties shall consult concerning the action to be taken. Metasyn, at its sole option, shall have the right, within thirty (30) days after commencement of such action, to intervene, take over and duly prosecute the sole defense of the action at its own expense. DRL shall have no obligation to defend any such action, but DRL shall have the right to join in the defense of any such suit or action, and in such event, shall pay [ ]* of the cost of such suit or action. In such event, Metasyn will confer with DRL prior to making any decision regarding settlement or other significant decisions regarding the suit or action and no such decision will be made without DRL's consent, which consent will not be unreasonably withheld or delayed. If DRL has joined in the defense of such action, then DRL may [ ]* provided that it applies the same toward reimbursement of any expenses it has incurred in connection with such action, including reasonable attorneys fees, in accordance with the following procedures: (i) DRL may not prospectively [ ]*, but must actually incur an expense [ ]* and (ii) any expenses incurred by DRL may [ ]* in which the expenses were incurred.
Declaratory Actions. In the event that a declaratory judgment action alleging invalidity or non-infringement in the Field of any of the Schering Patent Rights in the Territory shall be brought against either Party, the Party against which such action is brought shall notify the other Party in writing. The Party against which such action is brought will defend said action using counsel selected by it and approved by the Joint Steering Committee, such approval not to be unreasonably withheld or delayed. No settlement, consent judgment or other voluntary final disposition of the action may be entered into by either of the Parties without the consent of the Joint Steering Committee, such consent not to be unreasonably withheld or delayed; PROVIDED, THAT, if the Party against whom the action is brought is EPIX, then EPIX shall have the right in its sole discretion to turn over the defense of the action to Schering (if necessary such defense to be conducted by Schering in the name of EPIX). The Costs of any defense under this Section 9.3 will be considered Development Costs if incurred during the Development Phase of a Licensed Product and Costs of Goods Sold if incurred thereafter. Any dispute arising under this Section shall not be subject to dispute resolution pursuant to Section 14.6, but instead shall be resolved by Schering in its sole discretion, except that if such dispute relates to Schering Program Technology which is a process, method, use, modification, derivative or formulation of Compound MS-325, then such dispute shall be resolved by EPIX it its sole discretion.
Declaratory Actions. 25 9.5. Cooperation in Infringement Actions........................................................... 26 9.6. Cooperation................................................................................... 26 ARTICLE 10. CONFIDENTIALITY............................................................................... 26 10.1. Nondisclosure Obligations..................................................................... 26 10.1.1. General.............................................................................. 26 10.1.2. Limitations.......................................................................... 26 10.2. Samples....................................................................................... 27 10.3. Terms of this Agreement....................................................................... 27 10.4. Publications.................................................................................. 27 10.4.1. Procedure............................................................................ 27 10.4.2. Delay................................................................................ 28 10.4.3. Resolution........................................................................... 28 10.5. Injunctive Relief............................................................................. 28
Declaratory Actions. In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the MGH Patent Rights in the Territory shall be brought against either Party, the Party against which such action is brought shall notify the other Party and MGH in writing, and the Parties shall consult concerning the action to be taken. MGH, at its option, shall have the right within thirty (30) days after commencement of such action to intervene and take over the sole defense of the action at its expense. If MGH does not exercise the said option, the Parties shall have the right, which they shall exercise, within sixty (60) days after commencement of such action, to intervene, take over and duly prosecute the sole defense of the action. No settlement, consent judgment or other voluntary final disposition of the action may be entered into by the Parties without the consent of the Joint Steering Committee. The costs of such defense will be considered Development Costs if incurred during the Development Phase of any Licensed Product and Costs of Goods Sold if incurred thereafter.
Declaratory Actions. In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights in the Territory shall be brought against either Party, the Party against which such action is brought shall notify the other Party. In any declaratory judgment action described in this Section 4.4, MKG and EPIX shall cooperate in all respects at the request of the other Party and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples and the like.
Declaratory Actions. 16 5.3. Infringement Action Against DRL................................................................ 16 5.4.
Declaratory Actions. In the event that a declaratory judgment action alleging invalidity or non-infringement in the Field of any of the MGH Patent Rights in the Territory shall be brought against either Party, the Party against which such action is brought shall notify the other Party and MGH in writing, and the Parties shall consult concerning the action to be taken. MGH, at its option, shall have the right within thirty (30) days after commencement of such action to intervene and take over the sole defense of the action at its expense. If MGH does not exercise the said option, the Parties shall have the right, within sixty (60) days after commencement of such action, to intervene, take over and duly prosecute the sole defense of the action. No settlement, consent judgment or other voluntary final disposition of the action may be entered into by the Parties without the consent of the Joint Steering Committee. The Costs of such defense will be considered Development Costs if incurred during the Development Phase of any Licensed Product and Costs of Goods Sold if incurred thereafter. If the Parties are unable to agree as to whether to intervene, the issue shall not be subject to dispute resolution pursuant to Section 14.6, but instead the Party seeking to intervene shall have the right to do so at its sole expense, and recoveries (if any) shall belong to such Party.
Declaratory Actions. In the event that a declaratory judgment action alleging invalidity or non-infringement of the Joint Patent Rights shall be brought against either Party, the Party against which such action is brought shall notify the other Party in writing. The Party against which such action is brought will defend said action using counsel selected by it and approved by the Joint Steering Committee, such approval not to be unreasonably withheld or delayed. No settlement, consent judgment or other voluntary final disposition of the action may be entered into by the Parties without the consent of the Joint Steering Committee, such consent not to be unreasonably withheld or delayed. The Costs of any defense under this Section 9.6.3 will be considered Development Costs if incurred during the Development Phase of a Licensed Product and Costs of Goods Sold if incurred thereafter.
