Common use of Enforcement by Licensor Clause in Contracts

Enforcement by Licensor. In the event that Licensor or Licensee becomes aware of a suspected infringement of any Licensed Property, Licensed Patent Right or any of them in the Field, including actual or alleged infringement under 35 USC §271(e)(2) that is or would be infringing activity involving the using, making, importing, offering for sale or selling of articles that the Party reasonably believes infringes any of the Patent Rights conferred under this Agreement, such Party shall notify the other Party promptly, including all information available to such Party with respect to such alleged infringement, and following such notification, the Parties shall confer. Licensee shall have the first right, but shall not be obligated, to bring an infringement action for suspected infringement in the Field at its own expense, in its own name and entirely under its own direction and control, subject to the following: (a) Licensor shall reasonably assist Licensee (at Licensee’s expense) in any action or proceeding being prosecuted for suspected infringement in the Field if so requested, including by being named or joined as a plaintiff to such actions or proceedings if requested by Licensee or required by Law, (b) Licensor shall have the right to participate and be represented in any such suit by its own counsel at its own expense, (c) no settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of any Licensed Property, Licensed Patent Right or any of them in the Field may be entered into by Licensee without the prior written consent of Licensor, which consent shall not be unreasonably withheld, delayed or conditioned, and further, no settlement of any such action or proceeding which pertains to the infringement of the Licensor Patent Rights by virtue of the Development or Commercialization of a Licensed Compound in the Field by a Third Party that is not a Sub-Licensee may be entered into by Licensee without the prior written consent of Licensor, which consent shall not be unreasonably withheld, delayed or conditioned.

Enforcement by Licensor. In Unless otherwise agreed by the parties, in the event that Licensee fails within one hundred eighty (180) days from the date of notification by Licensor or Licensee becomes aware of a suspected commercially significant alleged infringement or misappropriation of any Licensed PropertyIP within the Field to (i) secure cessation of such infringement or misappropriation, Licensed Patent Right (ii) enter suit against the alleged infringer or any misappropriating party, or (iii) enter into an arrangement reasonable with respect to Licensor regarding such infringement or misappropriation, Licensor shall have the option, with Licensee’s prior written consent, of them bringing suit in its own name (or jointly with Licensee as necessary for standing), and prosecuting the alleged infringement or misappropriation for its own account to the extent that the same relates to the Field, including actual in which event Licensor shall be solely responsible for all costs of prosecution and of negotiating settlement and shall retain all proceeds from such prosecution; provided, however, that Licensor shall not enter into any settlement of any such suit that imposes any obligation on Licensee or alleged infringement under 35 USC §271(e)(2) that is causes Licensee to breach any license, duty, or would be infringing activity involving the using, making, importing, offering for sale or selling of articles that the Party reasonably believes infringes any of the Patent Rights conferred under this Agreement, such Party shall notify the other Party promptly, including all information available obligation to such Party a third party with respect to the Licensed IP; provided further, however, that in the event Licensor brings such alleged infringementsuit, and following such notification, the Parties shall confer. Licensee shall have the first right, but shall not be obligatedat its sole discretion, to bring an infringement action for suspected infringement join such suit as a coplaintiff if Licensee is not otherwise required by law to be joined in the Field such suit, and to use counsel of its choice. Licensee shall, at its own Licensor’s expense, provide reasonable cooperation in its own name connection with the initiation and entirely under its own direction and control, subject to the following: (a) prosecution by Licensor shall reasonably assist Licensee (at Licensee’s expense) in any action or proceeding being prosecuted for suspected infringement in the Field if so requested, including by being named or joined as a plaintiff to of such actions or proceedings if requested by Licensee or required by Law, (b) suit. Licensor shall have the right to participate and be represented in join Licensee as a party plaintiff to any such suit by its own counsel at its own expense, (c) no settlement of any proceeding if Licensor reasonably believes it is necessary to successfully prosecute such action infringement or proceeding which restricts the scope, or adversely affects the enforceability, of any Licensed Property, Licensed Patent Right or any of them in the Field may be entered into by Licensee without the prior written consent of Licensor, which consent shall not be unreasonably withheld, delayed or conditioned, and further, no settlement of any such action or proceeding which pertains to the infringement of the Licensor Patent Rights by virtue of the Development or Commercialization of a Licensed Compound in the Field by a Third Party that is not a Sub-Licensee may be entered into by Licensee without the prior written consent of Licensor, which consent shall not be unreasonably withheld, delayed or conditionedmisappropriation.

Enforcement by Licensor. In the event that Licensor or Licensee either party becomes aware of any infringement related to Licensed Products by a suspected infringement third party of any Licensed Property, Licensed Patent Right or any of them in the Field, including actual or alleged infringement under 35 USC §271(e)(2) that is or would be infringing activity involving the using, making, importing, offering for sale or selling of articles that the Party reasonably believes infringes any of the Licensed Patent Rights conferred under this Agreementset forth in Exhibit B, such Party it shall promptly notify the other Party promptly, party in writing (including all information available to evidence establishing a prima facie case of infringement by such Party with respect to such alleged infringement, and following such notification, the Parties shall conferthird party). Licensee Licensor shall have the first right, but shall not be obligatedthe obligation, to bring an infringement action for suspected infringement in initiate and control the Field prosecution and defense, at its own expense, in its own name of any infringements by third parties of any such Licensed Patents. If Licensee is required to join any such legal action as a necessary party and entirely under its own direction retain independent legal counsel because of a conflict of interest between Licensee and controlLicensor, subject to the following: (a) Licensor shall pay the reasonable legal fees for such independent legal counsel selected by Licensee and reasonably assist acceptable to Licensor. Licensee (will cooperate fully with Licensor in all reasonable respects, including without limitation, permitting its employees and appointees to testify when requested and making available relevant records, papers, information, samples, specimens and the like and Licensor will reimburse Licensee for all reasonable out-of-pocket costs incurred at Licensee’s expense) Licensor's request in connection therewith. The total cost, including legal fees, expenses, judgments, penalties and liabilities of such infringement action shall be borne by Licensor, and all damages or other proceeds from any action or proceeding being prosecuted for suspected infringement judgment will be awarded solely to Licensor. Notwithstanding the foregoing, in the Field if so requestedevent that Licensor fails to take action with respect to any such third party infringement related solely to Recombinant Factor XIII within sixty (60) days of receiving notice of such infringement, including by being named or joined as desires to enter into a plaintiff settlement with respect to such actions or proceedings if requested by third party infringement related solely to Recombinant Factor XIII, then Licensee or required by Law, (b) Licensor shall have the right to participate and be represented in any such suit by its own counsel at its own expense, (c) no settlement of any take such action or proceeding and/or control such settlement, in which restricts event the scope, or adversely affects the enforceability, provisions of any Licensed Property, Licensed Patent Right or any of them in the Field may be entered into by Licensee without the prior written consent of Licensor, which consent Section 7.3 shall not be unreasonably withheld, delayed or conditioned, and further, no settlement of any such action or proceeding which pertains to the infringement of the Licensor Patent Rights by virtue of the Development or Commercialization of a Licensed Compound in the Field by a Third Party that is not a Sub-Licensee may be entered into by Licensee without the prior written consent of Licensor, which consent shall not be unreasonably withheld, delayed or conditionedapply.