Enforcement; Defense Clause Samples

Enforcement; Defense. Any action to enforce the terms of this Agreement shall be brought in the Circuit Court of ▇▇▇▇ County, Illinois. Provided, however, that this Agreement may be raised as a defense to any administrative action or sanction related to disclosures that are inconsistent with the terms of this Agreement. The prevailing party in any action to enforce this Agreement shall not be entitled to contractual attorneys’ fees and costs per the terms of this Agreement, but shall not be foreclosed from claiming any applicable statutory attorneys’ fees and expenses.

Enforcement; Defense. (i) Until the earlier of (A) the exercise of the Option and (B) the termination or expiry of this Agreement in accordance with its terms, each Party shall be responsible for bringing any enforcement action or suit on account of any third party infringement of any Patent Right and any defense of any claim of infringement by any Third Party against it by counsel of its own choice provided that each Party shall provide notice of any such enforcement action or suit to the other Party and each Party shall provide such assistance to the other Party with respect to such enforcement action or suit as may be reasonably requested in the circumstances. (ii) Upon and after the due exercise of the Option, Zomedica shall have the initial right, at its expense and in its own name or in the name of CTX (or any other Affiliate as the case may be), for bringing any enforcement action or suit on account of any such third party infringement of any Patent Right by counsel of its own choice, and CTX shall cooperate with Zomedica as Zomedica may reasonably request in connection with any such legal action, including by becoming a party to such action at Zomedica’s cost, and Zomedica shall reimburse CTX for its out-of-pocket costs reasonably incurred in connection with rendering such assistance. (iii) If Zomedica declines to initiate an enforcement action it shall notify CTX, who in such event (or in the event Zomedica does not commence an enforcement action within 120 days after notice from CTX or such shorter period as will not prejudice CTX’s ability to initiate, maintain or pursue such action) shall thereafter have the right (but not the obligation) at CTX’s expense and in its own name, to initiate such action by counsel of its choice, and Zomedica shall cooperate with CTX as CTX may reasonably request, including by becoming a party to such action at CTX’s cost, and CTX shall reimburse Zomedica for its out-of-pocket costs reasonably incurred in connection with rendering such assistance. (iv) A settlement or consent judgment or other voluntary final disposition of an action brought by a Party under this section or in an action brought by a Third party against a Party may be entered into without the consent of the other Party, provided that such settlement, consent judgment, or other disposition does not admit the invalidity or unenforceability of any Intellectual Property Rights Controlled by the other Party or the infringement of any Third Party Patent Rights by the other Part...

Enforcement; Defense. Licensor and Licensee shall promptly give notice in writing to each other of any known actual or potential third party infringement of the IP Assets. If ▇▇▇▇▇▇▇▇ decides to pursue an action for third party infringement of the IP Assets, ▇▇▇▇▇▇▇▇ agrees to enter into negotiations with Licensee regarding how to enforce the allegedly infringed IP, including such considerations as shared legal costs and recovered damages. Any non-exclusive license that Licensor grants to an actual or potential infringer, or as part of a settlement of allegations of infringement, must be for terms no more favorable than the terms granted to Licensee under this Agreement. For the avoidance of any doubt, Licensor is not obligated to pursue an action for third party infringement of the IP Assets. In the event a third party infringes the Licensor’s IP Assets and Licensor fails to commence formal legal action seeking to enjoin said infringement within sixty (60) days of knowledge of said infringement, then Licensee may at its option elect (but is not obligated) toprosecute such infringement under Licensee’s sole control at Licensee’s expense (if Licensor chooses not to intervene voluntarily, but Licensor is a necessary party to the action, then Licensee may join Licensor in the litigation).

Enforcement; Defense. GSK (or 23andMe in the case in which there is an Infringement involving a product that competes with a Product for which 23andMe is the Lead Party or in the case of Infringement of a Patent claiming any Data Analytics Technology) (the “Controlling Party”) shall have the sole right, but not the obligation, at its own expense (except to the extent attributable to the Shared Territory for a Joint Product, in which case, the Controlling Party shall first bear such expenses but shall include them in the Net Profit or Loss calculations) to bring and control a suit (or take other appropriate legal action) with respect to any Infringement or to defend any declaratory judgment action with respect thereto. If such Infringement is described in Section 14.4(a)(i) above or if it is described in Section 14.4(a)(ii) and involves a Competing Product, the Controlling Party shall be free to take such enforcement steps as it deems necessary without first consulting the JSC but shall keep the JSC reasonably informed of such activities. For any other Infringement covered by Section 14.4(a)(ii) (i.e., in connection with a product that is not a Competing Product), the JSC shall discuss such Infringement and appropriate steps to be taken with regard to such Infringement, and on request of any member of the JSC, each Party shall provide the JSC with available evidence of such Infringement.

Enforcement; Defense