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. In the event that United Therapeutics shall bring an infringement suit against any third parties or shall be sued by any third parties as a result of Executive’s authorship or creation, including without limitation any addition and/or modification of the aforementioned items of Confidential Information, Executive agrees to cooperate reasonably without charge to United Therapeutics, but at its request and expense, in defending against or prosecuting any such suit. This right shall be cumulative to any other rights of United Therapeutics hereunder.

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.

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. DTI and MRE shall promptly notify each other of -------------------- any infringement of the Licensed Patent Rights and/or unauthorized use of any Licensed Compounds, Licensed Products, Co-Promoted Products or Licensed Processes which may come to their respective attention. MRE shall have the sole right to take whatever steps MRE, in its sole discretion, deems appropriate with respect to such infringement and/or unauthorized use including, but not limited to, granting a sublicense to the infringing party or instituting a suit and ultimately settling same. Should MRE determine to institute a suit, then it may do so in its own name and/or the name of DTI and it may seek any and all damages, whether they have accrued prior or subsequent to the Effective Date of this Agreement. In the event that MRE fails to take any such steps within ninety (90) days of the date on which it first became aware of the infringement and/or unauthorized use involved, and if the Licensed Patent Rights at issue cover a Licensed Product or Co-Promoted being actively developed or commercialized by MRE at the time, DTI shall then upon ninety (90) days written notice to MRE have the sole right to institute suit, in its own name and/or in MRE's name, with respect to the infringement and/or unauthorized use involved. With respect to any suit that may be brought or instituted as provided in this Section, it is understood and agreed that the party that brings or institutes such suit shall bear solely all costs and expenses associated therewith and shall be entitled to retain and keep (notwithstanding any other provisions of this Agreement to the contrary) any and all sums received, obtained, collected or recovered whether by judgment, settlement or otherwise, as a result of such suit; provided, however, that the costs, expenses and recoveries in any such suit relating to a Co-Promoted Product shall be shared equally by DTI and MRE. In addition, with respect to any suit for infringement of the Licensed Patent Rights or unauthorized use of the Licensed Compounds, Licensed Products, Co-Promoted Products or Licensed Processes, the party that did not institute suit shall render all reasonable assistance to the party that did institute suit at the suing party's expense, including, but not limited to, executing all documents as may be reasonably requested by the party that did institute suit.

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. (i) As between the Parties, except as provided in Section 10.3(b)(iv), Agios shall have the initial right, but not the obligation, to initiate a suit or take other appropriate action that it believes is reasonably required to protect the Agios Intellectual Property or Agios Collaboration Intellectual Property (excluding Joint Inventions). To the extent that any such suit or action pertains to the infringement, unauthorized use or misappropriation by a Third Party of Agios Intellectual Property or Agios Collaboration Intellectual Property that relates to a Program for which Celgene has a Celgene Program Option that has been exercised or that remains in effect and has not been waived or rejected (or a Program or Celgene Reverted Program with respect to which Celgene has taken an exclusive license under Section 8.2) (“Competitive Infringement”), Agios shall give Celgene advance notice of its intent to file any such suit or take any such action and the reasons therefor, and shall provide Celgene with an opportunity to make suggestions and comments regarding such suit or action. Thereafter, Agios shall keep Celgene promptly informed, and shall from time to time consult with Celgene regarding the status of any such suit or action and shall provide Celgene with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or action. (ii) Except as provided in Section 10.3(b)(iv), Celgene shall have the sole right, but not the obligation, to initiate a suit or take other appropriate action that it believes is reasonably required to protect the Celgene Intellectual Property and Celgene Collaboration Intellectual Property (excluding Joint Inventions), without any obligation to consult with Agios. Notwithstanding Section 10.3(e), except with respect to a suit or action described in Section 10.3(b)(iv), all recoveries with respect to any such action, by settlement or otherwise, shall be retained [**] percent ([**]%) by Celgene. (iii) Except as provided in Section 10.3(b)(iv), the Parties, acting by Mutual Consent, shall determine which Party shall have the initial right, but not the obligation, to initiate a suit or take other appropriate action th...

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.