Defense and Enforcement Clause Samples
The Defense and Enforcement clause outlines the parties' rights and obligations regarding the protection and assertion of legal rights, typically in the context of intellectual property or contractual interests. This clause often specifies who is responsible for defending against third-party claims, who may initiate legal action to enforce rights, and how costs or recoveries are allocated between the parties. Its core function is to ensure that there is a clear process for addressing infringements or breaches, thereby minimizing disputes and allocating responsibility for legal actions.
Defense and Enforcement. Licensor shall have the sole right, but not the obligation, to elect to bring an Action or enter into settlement agreements regarding the Licensor IP, at Licensor’s sole cost and expense.
Defense and Enforcement. (a) Subject to Section 4.2(b), as between the Parties, Licensor shall have the exclusive right (but not the obligation), at its own cost and expense, to control any enforcement or defense against any Third Party Infringement of the Licensed IP (including by bringing a Proceeding or entering into settlement discussions).
(b) In the case of any Third Party Infringement that (in Licensee’s reasonable judgment) poses a material and adverse risk to Licensee’s or its Affiliates’ business, Licensee may request that Licensor enforce or defend (as applicable) such Licensed IP (including by bringing a Proceeding or entering into settlement discussions), which request Licensor shall consider (reasonably and acting in good faith), and if such request is granted, such enforcement or defense (as applicable) shall be controlled by Licensor at Licensee’s sole cost and expense; provided, that Licensee must approve in writing all such costs and expenses in advance, and Licensor shall have no obligation to enforce or defend (as applicable) such Licensed IP in the event that Licensee does not approve of such costs and expenses in any material respect.
(c) If, in connection with enforcing any Licensed IP against any Third Party Infringement in accordance with this Section 4.2, Licensor brings (or defends) a Proceeding or enters into settlement discussions with respect thereto, Licensee shall provide reasonable assistance in connection therewith at Licensor’s reasonable request, and (other than in connection with Proceedings or settlement discussions pursued in accordance with Section 4.2(b)), Licensor shall reimburse Licensee’s reasonable, actual out-of-pocket costs and expenses incurred in connection therewith. Any and all amounts recovered by Licensor in any Proceeding regarding a Third Party Infringement or settlement with respect thereto shall, unless otherwise agreed (including in an agreement in connection with obtaining consent to settlement), be retained by Licensor.
Defense and Enforcement. (a) As between the Parties and their respective Affiliates, RemainCo shall have the sole and exclusive right, but not the obligation, at its own cost and expense, to control enforcement or defense of the Licensed Trademarks against any Third Party regarding any infringement, dilution or other violation, or allegations of invalidity or unenforceability, of the Licensed Trademarks (including by bringing an Action or entering TABLE OF CONTENTS into settlement discussions). In the event that Internal SpinCo learns of any actual or threatened infringement, dilution or other violation of the Licensed Trademarks or that any Third Party alleges or claims to Internal SpinCo that use of the Licensed Trademarks is likely to cause deception or confusion to the public, or dilute, infringe or otherwise violate any right of any Third Party, Internal SpinCo shall reasonably promptly notify RemainCo giving particulars thereof. Nothing herein, however, shall be deemed to require RemainCo to defend or enforce the Licensed Trademarks against any Third Parties.
(b) If, in connection with enforcing any Licensed Trademark against any Third Party in accordance with the foregoing Section 4.3(a), RemainCo brings (or defends) an Action or enters into settlement discussions with respect thereto, Internal SpinCo shall provide reasonable assistance in connection therewith at RemainCo’s reasonable request, and Internal SpinCo shall be reimbursed by RemainCo for its reasonable, actual out-of-pocket costs and expenses incurred in connection therewith.
(c) Any and all amounts recovered by RemainCo in any Action regarding enforcing any Licensed Trademark against any Third Party in accordance with the foregoing Section 4.3(a), or settlement with respect thereto shall, unless otherwise agreed (including in an agreement in connection with obtaining consent to settlement), be retained by RemainCo.
(d) During the Term, neither Internal SpinCo nor any of its Affiliates, nor any of its Sublicensees, shall institute or actively participate as an adverse party in, or otherwise provide support to, any Action to invalidate or limit the scope of any Licensed Trademark or obtain a ruling that any such Licensed Trademark is unenforceable or not registrable. Notwithstanding anything to the contrary, neither Internal SpinCo nor any of its Affiliates nor Sublicensees shall be in breach of this Section 4.3(d) to the extent they provide information in accordance with a legal requirement (as advised by lega...
Defense and Enforcement. Licensor shall have the sole initial right, but not the obligation, to elect to bring an Action or enter into settlement discussions regarding (a) any Third Party activities that constitute, or would reasonably be expected to constitute, an infringement, misappropriation, or other violation of any Licensed IP of such Licensor (“Third Party Infringement”) or (b) any Third Party allegations of invalidity or unenforceability of any Licensed IP of such Licensor (“Invalidity Allegations”), in each case at Licensor’s sole cost and expense. The applicable Licensor (the “Enforcing Party”) shall control such Action or settlement discussions (as applicable).
Defense and Enforcement. Each Party shall promptly notify the other Parties in the event it becomes aware of any Third Party activities that may constitute infringement of any Patents that are subject to this Agreement, and/or of any Third Party claims or allegations contesting the validity and/or enforceability of any such Patents. With respect to any Joint Patents, the Parties will promptly thereafter consult and cooperate to determine a course of action, which may include, without limitation, the commencement of legal action by any or all of Epizyme, Eisai and RMS, to terminate or otherwise address such infringement, misappropriation or misuse, and/or to defend the Joint Patents. Responsibility and control over any actions to defend and/or enforce Patents under this Agreement shall be allocated between the Parties in accordance with the terms of this Section 8.9.
Defense and Enforcement. If either Party becomes aware of any infringement of the Arcadia Patent Rights or assertion thereof, or of any assertion that the use of the Arcadia Licensed Intellectual Property infringes or violates the Intellectual Property rights of any other party (collectively, a “Defense or Enforcement Matter”), it shall promptly notify the other Party. Arcadia shall notify Mahyco as early as possible, and no less than fifteen (15) days in advance of taking any action that would affect Mahyco’s rights under this Agreement, and may meet and confer with Mahyco regarding the appropriate action to be taken in respect thereof. Arcadia shall control and be responsible for all decisions and costs related to any Defense or Enforcement Matter, considering Mahyco’s reasonable business interests, and shall also own any damages obtained therefrom. Mahyco agrees to assist and cooperate with Arcadia as may be reasonably required in order to perfect Arcadia’s interests hereunder and to Arcadia’s enforcement and defense of the Arcadia Patent Rights. Mahyco acknowledges that it may be a necessary party to any action brought by or against Arcadia arising from enforcement or defense of the Arcadia Patent Rights, and that the assistance and cooperation agreed to under this provision may require its participation in such proceedings.
Defense and Enforcement. Each Party shall promptly notify the other Party in the event it becomes aware of any Third Party activities that may constitute infringement of any Patents or misappropriation and/or misuse of any Know-How that are subject to this Agreement, and/or of any Third Party claims or allegations contesting the validity and/or enforceability of any such Patents. With respect to any Joint Patents, the Parties will promptly thereafter consult and cooperate to determine a course of action, which may include, without limitation, the commencement of legal action by either or both of Clovis Oncology and RMS, to terminate or otherwise address such infringement, misappropriation or misuse, and/or to defend the Joint Patents. Responsibility and control over any actions to defend and/or enforce Patents under this Agreement shall be allocated between the Parties in accordance with the terms of this Section 8.5.
Defense and Enforcement. (a) As between the Parties, 2 Blades shall have the sole right (but not the obligation) in its discretion to defend and enforce the 2 Blades Licensed Patents against third Party infringers. In the event that 2 Blades engages or is engaged in a proceeding involving the 2 Blades Licensed Patents, CPS agrees to fully cooperate with such proceeding upon the reasonable request of 2 Blades. Initials Two Blades Foundation: 16 Initials Cellectis Plant Sciences, Inc.: Confidential Execution Copy CPS-14033
(b) As between the Parties, CPS shall have the sole right (but not the obligation) in its discretion to defend and enforce the CPS Licensed Patents against Third Party infringers. In the event that CPS engages or is engaged in a proceeding involving the CPS Licensed Patents, 2 Blades agrees to fully cooperate with such proceeding upon the reasonable request of CPS.
Defense and Enforcement. Licensor shall have the sole right, but not the obligation, to elect to bring an Action or enter into settlement agreements regarding the Licensed IP, at Licensor’s sole cost and expense. In connection with any such Action, upon Licensor’s reasonable request, Licensee shall provide reasonable assistance to Licensor or its Affiliates, which may include providing relevant information or signing documents (in a mutually agreed-upon form) that are required or reasonably useful in connection with the enforcement of any Licensed IP and (ii) providing testimony in a court of Law in the course of an enforcement action by Licensor or its Affiliates with respect to any Licensed IP.
Defense and Enforcement. QIAGEN shall have the right, but no obligation, to control, enforce, and defend worldwide, at its own expense, Intellectual Property rights in QIAGEN Background Intellectual Property and QIAGEN Foreground Intellectual Property. Blueprint shall have the right, but no obligation, to control, enforce, and defend worldwide, at its own expense, Intellectual Property rights in Blueprint Background Intellectual Property and Blueprint Foreground Intellectual Property. With respect to any Joint Foreground Intellectual Property, the Parties will promptly thereafter consult and cooperate to determine a course of action, which may include, without limitation, the commencement of legal action by any or all of the Parties to terminate or otherwise address such infringement, misappropriation or misuse, and/or to defend the Joint Foreground Intellectual Property.