Infringement Actions Sample Clauses

Infringement Actions. IMG will be entitled to commence infringement actions against third parties with respect to Ashwin, with respect to alleged infringements pertaining to the IMG products in which Ashwin, or a derivative work thereof, is incorporated, and VERITAS will provide all cooperation, and take all such actions, as may be reasonably necessary or useful to enable IMG to do so.

Infringement Actions. 10.1 If any claim is made or threatened against the Licensee by any third party that the exercise by the Licensee of any rights granted under this Agreement by the Licensor infringes any Intellectual Property Rights of any other person, the Licensee shall fully notify the Licensor as soon as it becomes aware of the claim or threatened claim. 10.2 THe Licensor shall be given full control of any proceedings or negotiations in connection with the claim and shall be exclusively entitled to appoint and instruct legal advisors and counsel in connection with any such proceedings or negotiations and to determine the forum for any such proceedings. 10.3 The Licensee shall, at its own costs, give the Licensor all reasonable assistance for the purpose of any such proceedings or negotiations. 10.4 The Licensee shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Licensor. 10.5 The Licensor shall be entitled to require the Licensee to take such steps as the Licensor may reasonable require to mitigate or reduce any loss or damage. 10.6 The Licensee shall permit any action to be brought in its name if required by law. 10.7 The Licensor shall have no liability to the Licensee in respect of any claim for infringement of any Intellectual Property Rights which is based on the use of or any other dealing in any of the Intellectual Property Rights otherwise than in accordance with this Agreement.

Infringement Actions. ACCELERATE shall have the right, at its option and expense, to prosecute and defend any and all infringements provided that all damages, costs or other benefits obtained as a result belongs to ACCELERATE. ACCELERATE may enter into settlements, stipulated judgments or other arrangements respecting such infringement, at its own expense and Licensee agrees to provide reasonable assistance which ACCELERATE may require in any litigation including the execution of all necessary legal documents.

Infringement Actions. 7.1 Licensee shall inform University promptly in writing of any alleged infringement of the Patent Rights by a third party and of any available evidence thereof. 7.2 During the term of this Agreement, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense all infringements of the Patent Rights in the Field and in the Territory if Licensee has notified University in writing of its intent to prosecute; provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. In furtherance of such right, University hereby agrees that Licensee may include University as a party plaintiff in any such suit, without expense to University. The total cost of any such infringement action commenced or defended solely by Licensee shall be borne by Licensee and University shall receive a percentage of any recovery or damages for past infringement derived therefrom which is equal to the percentage royalty due University under Article 4. Licensee shall indemnify University against any order for costs that may be made against University in such proceedings. 7.3 If within six (6) months after having been notified of any alleged infringement, Licensee shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if Licensee shall notify University at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, University shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights, and University may, for such purposes, use the name of Licensee as party plaintiff. University shall bear all costs and expenses of any such suit. In any settlement or other conclusion, by litigation or otherwise, University shall keep any recovery or damages for past infringement derived therefrom. 7.4 In the event that a declaratory judgment action alleging invalidity or infringement of any of the Patent Rights shall be brought against University, Licensee, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 7.5 In any infringement suit either party may institute to enforce the Patent Rights pursuant to this Agreement, the other par...

Infringement Actions. (a) Licensor will from time to time take commercially reasonable steps that it considers (in its sole discretion) necessary to protect Licensor’s and Licensee’s rights in and to the Retained Licensed Intellectual Property, and Licensee agrees forthwith to communicate to Licensor any infringements or misappropriations or threatened infringements or misappropriations of any such rights of Licensor which may come to its notice and, at Licensor’s expense, to do all and any such acts as Licensor may reasonably require for preventing such infringements or misappropriations or threatened infringements or misappropriations. In the event Licensor takes affirmative action against an infringement or misappropriation, Licensee agrees to assist Licensor in whatever manner Licensor reasonably requests, at the expense of Licensor. Recovery of damages resulting from any such action shall be solely for the account of Licensor. Licensee will provide information reasonably requested by Licensor in any infringement or misappropriation action, including in connection with the calculation of damages. Licensee may participate, at its expense, in any action taken by or proceeding instituted by or brought against Licensor through separate counsel of Licensee’s own choosing; provided that Licensor will at all times retain full control over such action. (b) Licensor will use reasonable efforts to enforce Licensor’s contractual or other confidentiality rights against an individual former employee to the extent that such rights relate to an unauthorized disclosure or use of Retained Licensed Technology after such individual has left the employment of Licensor. If, in the case of such an unauthorized disclosure or use of any Retained Licensed Technology by an individual who becomes a former employee of Licensor, Licensee (i) determines to take action against such individual, whether by commencing a proceeding or otherwise, and (ii) requests that Licensor join such action by enforcing Licensor’s rights against such individual, Licensor will enforce such rights and otherwise provide reasonable cooperation to Licensee. (c) Notwithstanding any limitations on Licensee’s rights to use any of the Retained Licensed Intellectual Property pursuant to Sections 2 and 3, if (i) a third party is, in the reasonable opinion of Licensee, infringing or misappropriating any of such Retained Licensed Intellectual Property in a manner that is material to the Business and (ii) Licensee notifies Licensor of ...

Infringement Actions. (a) ULTRAGENYX and AAI each shall promptly notify each other of any infringement of the LICENSED IP, and/or unauthorized use of any LICENSED IP by one or more THIRD PARTY that may come to its respective attention. AAI shall promptly undertake COMMERCIALLY REASONABLE EFFORTS to obtain a discontinuance of the aforesaid infringement or unauthorized use and, if not successful, AAI may, but is not required to, bring suit against such infringer or unauthorized user. At ULTRAGENYX’s election, ULTRAGENYX may join such suit initiated by AAI and contribute to the cost of such proceedings, and in such case ULTRAGENYX shall be entitled to share in any sums recovered pro rata in relation to the extent ULTRAGENYX has contributed following reimbursement of each party’s respective costs associated with such actions under this Section 6.02(a), (b) If AAI fails to obtain a discontinuance of said infringement or unauthorized use and elects not to bring suit against such THIRD PARTY within [***] days after notice thereof, or immediately if AAI elects not to pursue such THIRD PARTY, then in any such event AAI shall give notice in writing to ULTRAGENYX of its failure or election not to bring suit against such infringement or unauthorized use, including such evidence of infringement as AAI may possess, the numbers of the AAI PATENT(S) so infringed and the unauthorized use of LICENSED IP. ULTRAGENYX may, but is not required to, assume sole control and authority to (i) obtain a discontinuance of the infringing operation or unauthorized use or (ii) bring suit against such third party. Any suit by ULTRAGENYX may be either in the name of ULTRAGENYX, or in the name of AAI, or jointly by AAI and ULTRAGENYX, as may be required by the laws of the forum, and, in furtherance of such rights, AAI hereby agrees that ULTRAGENYX may join AAI as a party plaintiff in any such suit. (c) It is understood and agreed that the party to this AGREEMENT that solely institutes a suit or an action hereunder, without the other party hereto joining in such action or joinder of such other party by operation of law, shall solely bear all costs and expenses associated therewith, and shall be entitled to retain and keep any and all sums received, obtained, collected or recovered whether by judgment, settlement or otherwise, as a result of such suit or action. In addition, with respect to any suit for infringement of the LICENSED IP or unauthorized use of LICENSED IP, the party that did not institute suit shall r...

Infringement Actions. The Party exercising any enforcement rights under Section 9.4 or Section 9.5: a. shall have full control over the conduct of the action; b. shall keep the other Party [***] informed of the progress of and developments in any proceedings against Infringers; and c. may negotiate settlements with Infringers; provided any such settlement negotiated under Section 9.5 shall be subject to [***], which decision to grant or deny shall be communicated to [***] in writing within a period of [***] from [***] receipt the applicable written request by [***].

Infringement Actions. 9.3.1 Phenomix shall inform * * * promptly in writing of any alleged infringement of the * * * Patent Rights by a third party, including all details then available. * * * shall have the sole right, in its exclusive and unfettered discretion, but shall not be obligated, to prosecute at its own expense any such infringement. * * * may join Phenomix as a plaintiff in any such infringement suit at * * *’s expense. Phenomix shall cooperate in all reasonable respects, including, to the extent possible, obtaining the testimony of its employees and making available physical evidence in the possession of that party. * * * Confidential Information, indicated by ***, has been omitted from this filing and filed separately with the Securities and Exchange Commission. 9.3.2 If any declaratory judgment or other legal action alleging invalidity or non-infringement of any of the * * * Patent Rights shall be brought against Phenomix (solely or together with * * *), * * *, in its exclusive and unfettered discretion, may assume the sole defense of the action at its expense. Phenomix shall cooperate in all reasonable respects, including, to the extent possible, obtaining the testimony of its employees and making available physical evidence in the possession of that party, but shall have no obligation to otherwise defend any such action or to pay any of the costs related thereto. 9.3.3 Proceeds in any legal action shall belong exclusively to * * * and the * * * Licensors. 9.3.4 Phenomix, its Affiliates and its Authorized Sublicensees shall place appropriate * * * Patent Rights patent and/or patent pending markings on the Licensed Product, or the packaging or labeling therefor. The content, form, size, location and language of such markings shall be in accordance with the laws and practices of the country in which the applicable units of Licensed Product are distributed. 9.3.5 Phenomix, its Affiliates and its Authorized Sublicensee shall not list any of the * * * Patent Rights for any Licensed Product in the Orange Book or foreign equivalent thereof.

Infringement Actions. In the event Licensor takes affirmative action against an infringement or misappropriation or a threatened infringement or misappropriation, Licensee agrees to assist Licensor in whatever manner Licensor reasonably requests, at the expense of Licensor. Recovery of damages resulting from any such action shall be solely for the account of Licensor. Licensee will provide information reasonably requested by Licensor in any infringement or misappropriation action, including in connection with the calculation of damages. Licensee may participate, at its expense, in any action taken by or proceeding instituted by or brought against Licensor through separate counsel of Licensee’s own choosing; provided that Licensor will at all times retain full control over such action, and not compromise or settle any such action or proceeding unless such compromise or settlement (a) is solely for monetary damages (for which Licensor shall be responsible), (b) does not impose injunctive or other equitable relief against Licensee and (c) includes an unconditional release of Licensee from all liability on claims that are the subject matter of such action or proceeding.