Declaratory Judgment. If a declaratory judgment action is brought naming Licensee and/or any of its Affiliates or Sublicensees as a defendant and alleging invalidity or unenforceability of any claims within the Patent Rights, Licensee shall promptly notify Harvard in writing and Harvard may elect, upon written notice to Licensee within thirty (30) days after Harvard receives notice of the commencement of such action, to take over the sole defense of the invalidity or unenforceability aspect of the action at its own expense and shall reasonably consider all comments of Licensee concerning such action.
Declaratory Judgment. If a declaratory judgment action is brought naming a Related Entity as a defendant and alleging invalidity or unenforceability of any claims within the Patent Rights, Licensee shall promptly notify Elkurt in writing and Elkurt may elect, upon written notice to Licensee within [####] after Elkurt receives notice of the commencement of such action, to take over the sole defense of the invalidity and/or unenforceability aspect of the action at its own expense.
Declaratory Judgment. If any declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights shall be brought against Licensee, Tufts shall have the right at its election made within sixty (60) days after commencement of that action, to intervene and take over the sole defense of the action at its expense.
Declaratory Judgment. Effective on and after December 20, 1996, the Trustee may, prior to taking any action pursuant to this Agreement with respect to which the Trustee determines in good faith that the legality or permissibility of such action under this Agreement or otherwise is questionable, seek a declaratory judgment from a court of competent jurisdiction as to such legality or permissibility.
Declaratory Judgment. Grantee may elect to file a declaratory judgment action against any third party referred to in subparagraph 10.4, in which event it will notify A-55 of its intention and tender the filing of any such suit to A-55. If A-55 refuses to institute such declaratory judgment action against a third party, Grantee shall have the option to institute such action. Further, A-55 hereby authorizes Grantee to join A-55 as a plaintiff in any such declaratory action.
Declaratory Judgment. If a declaratory judgment action is brought as an independent action naming Licensee and/or any of its Affiliates or Sublicensees as a defendant and alleging invalidity or unenforceability of any claims within the Licensed Patent Rights (except Joint Patent Rights), Licensee shall promptly notify Licensors in writing and Harvard and/or DFCI, as relevant based on ownership of the subject Licensed Patent Rights, may elect, upon written notice to Licensee within [**] days after Licensors receive notice of the commencement of such action, to take over the sole defense of the invalidity or unenforceability aspect of the action at its/their own expense. If neither Harvard nor DFCI elect to take over the action, Licensee (and/or any of its Affiliates or Sublicensees, as applicable) shall have the right to control such action in its entirety at its own expense, in which case it shall keep Harvard and/or DFCI, as relevant, reasonably informed of the progress of the action and shall give Harvard and/or DFCI, as relevant, a reasonable opportunity in advance to consult and offer its/their views about major decisions affecting such defense, which views Licensee (and/or any of its Affiliates or Sublicensees, as applicable) shall consider in good faith. Licensee may elect to retain sole responsibility for defense of the invalidity and/or unenforceability aspect of any action alleging invalidity or unenforceability with respect to Joint Patent Rights at its own expense. No party responsible for handling the defense of a declaratory judgment action as specified in this Section 8.7 shall compromise or settle such litigation in any manner that purports to limit the scope or validity of any Licensed Patent Rights without the prior written consent of the owner(s) of such Licensed Patent Rights, which consent shall not be unreasonably withheld or delayed.
Declaratory Judgment. If a declaratory judgment action is brought naming Company and/or any of its Affiliates or Sublicensees as a defendant and alleging invalidity or unenforceability of any Valid Claims within Licensed Patents, Company shall promptly upon becoming aware of such notify Licensors in writing and Licensors may elect, upon written notice to Company within thirty (30) days after Licensors receive notice of the commencement of such action, to take over the sole defense of the invalidity and/or unenforceability aspect of the action at their own expense in close consultation with the Company.
Declaratory Judgment. If a declaratory judgment action is brought naming a Party or JHU as a defendant and alleging invalidity of any of the JHU Patent Rights, the provisions of the relevant Existing JHU License Agreement(s) shall apply, unless the action or claim arises in connection with a litigation under 21 U.S.C. § 355, the Hatch Waxman Act, or similar United States or foreign statutory provisions, in which case, Section 3(b)(i) shall apply.
Declaratory Judgment. If a declaratory judgment action is brought naming Licensee and/or any of its Affiliates or Sublicensees as a defendant and alleging invalidity or unenforceability of any claims within the Patent Rights, Licensee shall promptly notify each Institution in writing and the Institutions may elect, upon written notice to Licensee within thirty (30) days after they each receive notice of the commencement of such action, to take over the sole defense of the invalidity and/or unenforceability aspect of the action at its own expense.
Declaratory Judgment. If a declaratory judgment action is brought naming Bayer and/or any of its Affiliates or Sublicensees as a defendant and alleging invalidity or unenforceability of any claims within the Compugen Patent Rights, Bayer shall promptly notify Compugen in writing and Compugen may elect, upon written notice to Bayer within [***] days after Compugen receives notice of the commencement of such action, to take over the sole defense of the invalidity and/or unenforceability aspect of the action at its own expense, unless or until Bayer decides to take action according to Section 9.2.1. Should Compugen elect to take over such defense, Bayer shall have the right to approve the counsel selected by Compugen to represent Compugen and Bayer, such approval not to be unreasonably withheld or delayed.
