Enforcement of Licensed Trademarks Sample Clauses

Enforcement of Licensed Trademarks. (a) During the License Term, if either Party or its Affiliates becomes aware of actual or threatened infringement of any BioMarin Licensed Trademark or of a xxxx or name confusingly similar to any BioMarin Licensed Trademark, including without limitation by publication of a xxxx for opposition, such Party or its Affiliates or Permitted Sublicensees shall promptly so notify the other Party in writing. BioMarin or its Affiliates shall have the first right, but not the obligation, to enforce such BioMarin Licensed Trademarks, including the right to bring opposition, infringement or unfair competition actions involving a BioMarin Licensed Xxxx in North America at BioMarin’s expense, provided that Alliant shall have the right to participate in such actions at Alliant’s expense if such actions occur after the Acquisition Date. If Alliant participates in any such action, BioMarin or its Affiliates shall have sole control of the conduct of any such action which it brings, provided that Alliant shall have the right to provide ongoing comments and advice regarding its position in such action, which comments shall be considered in good faith by BioMarin. Alliant and its Permitted Sublicensees shall, at the request and expense of BioMarin or its Affiliates, cooperate and provide reasonable assistance in any action described in this Section and, if required by law, join such action. Any recovery or compensation resulting from such proceeding, including without limitation non-monetary rights, shall belong entirely to BioMarin or its Affiliates.
Sample 1Sample 2
AutoNDA by SimpleDocs
Enforcement of Licensed Trademarks. Each party shall promptly notify the other if it becomes aware of any third party infringement of, or invalidity allegations relating to, any of the Licensed Trademarks.Licensor shall have the sole initial right, but not the obligation, to elect to bring an action or enter into settlement discussions relating to any such third party infringement or invalidity allegations.
Sample 1
Enforcement of Licensed Trademarks. Salix shall have the first right, but not the obligation, to initiate and control, at its own expense and by counsel of its own choice (which counsel shall be reasonably acceptable to Photocure) the enforcement and defense of the Licensed Trademarks in the Salix Territory, including against (a) any actual, alleged or threatened claim of alleged infringement, dilution, misuse or other violation of any Third Party trademark or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses, or any other similar claims brought by a Third Party against either Party in connection with the use or registration of the Licensed Trademarks in connection with any Lumacan Products and (b) any actual or alleged infringement, dilution, misuse, or other violation of any Licensed Trademark by a Third Party. Photocure shall have the right, at its own expense, to be represented by counsel of its own choice in any action or proceeding controlled by Salix relating to such infringement and shall provide reasonable assistance to Salix, at Salix’s expense, in connection with any action, claim or suit under this Section 10.4. With respect to any actual or alleged infringement, dilution, misuse or other violation of any Licensed Trademark by a Third Party, if Salix fails to notify the alleged violator or its counsel regarding such infringement, dilution, misappropriate or other violation within [*] ([*]) days of learning of such infringement or to commence an infringement or other action within (a) [*] ([*]) days of learning of such infringement, dilution, misuse, or violation or (b) [*] ([*]) days before the time limit, if any, set forth in Applicable Law relating to the filing of such an action, whichever comes first, then Photocure shall have the right, but not the obligation, to initiate and control the prosecution of such infringement or other action. If any recoveries or other amounts are obtained in connection with any action initiated under this Section 10.4, including in connection with any counterclaim asserted by Salix or Photocure in any action brought by a Third Party (including any amounts resulting from any settlement relating thereto), such amounts shall first be distributed between the Parties to reimburse Photocure and Salix by the proportion and up to the extent of their out-of-pocket expenses (including reasonable attorneys’ fees) in prosecuting or defending against any such infringement action. If any balance remains th...
Sample 1
Enforcement of Licensed Trademarks. (a) During the License Term, if either Party or its Affiliates becomes aware of actual or threatened infringement of any Licensed Trademark or of a xxxx or name confusingly similar to any Licensed Trademark, including without limitation by publication of a xxxx for opposition, such Party or its Affiliates shall promptly so notify the other Party in writing. BioMarin Acquisition or its Affiliates shall have the first right, but not the obligation, to enforce such Licensed Trademarks, including the right to bring opposition, infringement or unfair competition actions involving a Licensed Xxxx in the Territory at BioMarin Acquisition's expense, provided that Ascent shall have the right to participate in such actions at Ascent's expense. If Ascent participates in any such action, BioMarin Acquisition or its Affiliates shall have sole control of the conduct of any such action which it brings, provided that Ascent shall have the right to provide ongoing comments and advice regarding its position in such action, which comments shall be considered in good faith by BioMarin Acquisition. Ascent or its Affiliates shall, at the request and expense of BioMarin Acquisition or its Affiliates, cooperate and provide reasonable assistance in any action described in this Section and, if required by law, join such action. Any recovery or compensation resulting from such proceeding, including without limitation non-monetary rights, shall belong entirely to BioMarin Acquisition or its Affiliates less reimbursement to Ascent by BioMarin Acquisition or its Affiliates of any reasonable costs incurred by Ascent as a result of its participation in such action regardless of whether Ascent participated on its own or was joined in the action by BioMarin Acquisition. BioMarin Acquisition and its Affiliates shall not settle or accept any settlement from any third party without the prior written consent of Ascent, which consent shall not be unreasonably withheld or delayed.
Sample 1
Enforcement of Licensed Trademarks. Subject to Sections 10.4.2(b) and 10.4.3(b), Licensor shall have the first right, but not the obligation, during the Term to take such action as Licensor deems necessary against a Third Party based on any alleged, threatened or actual infringement, dilution, misappropriation, or other violation of, or unfair trade practices or any other like offense relating to, the Licensed Trademarks by a Third Party in the Territory (“Third Party Trademark Infringement”) at its sole cost and expense and using counsel of its own choice and Licensor shall retain any damages or other amounts collected in connection therewith. If Licensor or its designee does not take and continue to take action against such Third Party Trademark Infringement, Licensee may, by giving notice in writing to Licensor, take such action as Licensee deems necessary against such Third Party Trademark Infringement at its sole cost and expense and using counsel of its own choice and Licensee shall retain any damages or other amounts collected in connection therewith.
Sample 1
Enforcement of Licensed Trademarks. (a) Subject to the rights of Xxxxxxxx S.p.A. (“Xxxxxxxx”) under any Mesalamine Agreement to which Xxxxxxxx is a party, Salix shall have the first right, but not the obligation, to initiate and control, at its own expense and by counsel of its own choice (which counsel shall be reasonably acceptable to Cosmo) the enforcement and defense of the Licensed Trademarks in the applicable Salix Territory, including against (i) any actual, alleged or threatened claim of alleged infringement, dilution, misuse or other violation of any Third Party trademark or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses, or any other similar claims brought by a Third Party against either Party in connection with the use or registration of the Licensed Trademarks in connection with any Covered Products and (ii) any actual or alleged infringement, dilution, misuse, or other violation of any Licensed Trademark by a Third Party. Cosmo shall have the right, at its own expense, to be represented by counsel of its own choice in any action or proceeding controlled by Salix relating to such infringement and shall provide reasonable assistance to Salix, at Salix’s expense, in connection with any action, claim or suit under this Section 9.3.
Sample 1

Related to Enforcement of Licensed Trademarks

  • Enforcement of Licensed Patents Each party shall promptly notify the other in writing of any alleged or threatened infringement of any Patent included in the Licensed Patents of which such party becomes aware.

  • Grant of License to Use Intellectual Property For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

  • Enforcement of Intellectual Property Rights I will cooperate fully with the Company, both during and after my employment with the Company, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in Company-Related Developments. I will sign, both during and after the term of this Agreement, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. If the Company is unable, after reasonable effort, to secure my signature on any such papers, I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development.

  • Enforcement of Patent Rights Kite, at its sole expense, shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Patent Rights, to defend any declaratory judgments seeking to invalidate or hold the Licensed Patent Rights unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation, declaratory judgments or other enforcement action with respect to Licensed Patent Rights, and shall consider, in good faith, the interests of Cabaret in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite does not, within […***…] of receipt of notice from Cabaret, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party, Cabaret shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, however, that, within […***…] after receipt of notice of Cabaret’s intent to file such suit, Kite shall have the right to jointly prosecute such suit and to fund up to […***…] the costs of such suit. The party controlling any such enforcement action shall not settle the action or otherwise consent to an adverse judgment in such action that diminishes the rights or interests of the non-controlling party without the prior written consent of the other party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall be used (a) first, to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net Sales.

  • Trademark This License does not grant permission to use trade names, trademarks, services marks, logos or names of the Licensor, except as required for reasonable and customary use in describing the origin of the Software and as reasonable necessary to comply with the obligations of this License (e.g. by reproducing the content of the notices). For the avoidance of doubt, upon Distribution of Modifications You must not use the Licensor’s or ESA’s trademarks, names or logos in any way that states or implies, or can be interpreted as stating or implying, that the final product is endorsed or created by the Licensor or ESA.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Trademark Use Each party (the “Trademark Party”) grants the other party a worldwide, non-exclusive, non-transferable royalty free limited license (with no right of sublicense) during the term of the Program Terms to use the Trademark Party’s Trademarks solely for the purpose of carrying out the terms of the Business Development Program and as otherwise contemplated by the Program Terms, including but not limited to, the promotion of the Oerings, the parties’ joint eorts and channel programs; provided, that, such Trademarks are used solely in accordance with the Trademark Party’s specifications as to style, color, and typeface, as such specifications may be modified by such party from time to time and communicated to the other party. Partner shall not aix any Wazuh Trademarks to products or services other than the genuine Oerings. Upon notice from the Trademark Party of its objection to any improper or incorrect use of the Trademark Party’s Trademarks, the other party shall correct or stop such usage as soon as reasonably practicable.

  • Enforcement of Patents As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 shall have the first right, but not the obligation, to prosecute any Infringement with respect to the Exclusive Licensed Patents including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its choice. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes any such Infringement in the Field in the Territory, Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Time is Money Join Law Insider Premium to draft better contracts faster.