Infringement by Others; Prosecution Under the Direction of the Joint Steering Committee Sample Clauses

Infringement by Others; Prosecution Under the Direction of the Joint Steering Committee. Metasyn and MKG shall each promptly notify the other in writing of any alleged or threatened infringement of patents or patent applications included in the MKG Patent Rights of which they become aware, and the Joint Steering Committee shall consider the action to be taken. In the event that the Joint Steering Committee elects to prosecute the said infringement, it will determine which Party will do so using counsel approved by the Joint Steering Committee, and no settlement, consent judgment or other voluntary final disposition of the suit may be entered into by either of the Parties without the consent of the Joint Steering Committee. The costs of such prosecution will be considered Development Costs if incurred during the Development Phase of any Licensed Product and Cost of Goods Sold if incurred thereafter. Any recoveries or damages derived from such action will be treated as Net Sales.
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Infringement by Others; Prosecution Under the Direction of the Joint Steering Committee. EPIX and Schering shall each promptly notify the other in writing of any alleged or threatened infringement in the Field of patents or patent applications included in the EPIX Patent Rights licensed hereunder to Schering of which they become aware, and the Joint Steering Committee shall consider the action to be taken. In the event that the Joint Steering Committee elects to prosecute said infringement in the Field, it will determine which Party shall do so using counsel selected by such Party and approved by the Joint Steering Committee, such approval not to be unreasonably withheld or delayed. No settlement, consent judgment or other voluntary final disposition of the infringement or suit may be entered into by either of the Parties without the consent of the Joint Steering Committee, such consent not to be unreasonably withheld or delayed. The Costs of any settlement activities, prosecution or settlement will be considered Development Costs if incurred during the Development Phase of any Licensed Product and Costs of Goods Sold if incurred thereafter. Any recoveries, damages or other revenues derived from such settlement or action will be treated as Net Sales. If the Joint Committee cannot agree as to whether to prosecute an alleged infringement in the Field, the issue shall not be subject to dispute resolution pursuant to Section 14.6, but shall be resolved by not prosecuting the alleged infringement unless EPIX desires to prosecute the alleged infringement, in which case EPIX shall have the right to prosecute the alleged infringement in its sole discretion and at its sole expense, and if EPIX is successful in prosecuting any such infringement in its sole discretion, any recovery will belong to EPIX.
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Related to Infringement by Others; Prosecution Under the Direction of the Joint Steering Committee

  • Notice of Litigation, Right to Prosecute, Etc No Fund shall be liable for indemnification under this Section 5.03 unless a Person shall have promptly notified such Fund in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.03. With respect to claims in such litigation or proceedings for which indemnity by a Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund to any Person, such Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund may be subject to an indemnification obligation; provided however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. If such Fund is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund with adequate notice of any such settlement or judgment, and without each such Fund's prior written consent. All Persons shall submit written evidence to each applicable Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund may reasonably request.

  • Collaboration Management Promptly after the Effective Date, each Party will appoint a person who will oversee day-to-day contact between the Parties for all matters related to the management of the Collaboration Activities in between meetings of the JSC and will have such other responsibilities as the Parties may agree in writing after the Effective Date. One person will be designated by Merck (the “Merck Program Director”) and one person will be designated by Moderna (the “Moderna Program Director,”) together will be the “Program Directors”. Each Party may replace its Program Director at any time by notice in writing to the other Party. Any Program Director may designate a substitute to temporarily perform the functions of that Program Director by written notice to the other Party. The initial Program Directors will be: For Moderna: [***] For Merck: [***]

  • Outside Activities of the Limited Partners Subject to the provisions of Section 7.5, which shall continue to be applicable to the Persons referred to therein, regardless of whether such Persons shall also be Limited Partners, any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.

  • Outside Activities of Limited Partners Subject to any agreements entered into by a Limited Partner or its Affiliates with the General Partner, Partnership or a Subsidiary, any Limited Partner and any officer, director, employee, agent, trustee, Affiliate or stockholder of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person, other than the Limited Partners benefiting from the business conducted by the General Partner, and such Person shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.

  • Joint Steering Committee [***] following the Effective Date [***], a joint steering committee (the “JSC”) will be established by the Parties to provide oversight and to facilitate information sharing between the Parties with respect to the activities under this Agreement.

  • Responsibility for Patent Rights (a) University has primary responsibility at the expense of Company for the preparation, filing, prosecution, and maintenance of all Patent Rights, using patent counsel reasonably acceptable to Company. University shall consult with Company as to the preparation, filing, prosecution, and maintenance of all Patent Rights reasonably prior to any deadline or action with the United States Patent & Trademark Office or any foreign patent office and shall furnish Company with copies of relevant documents reasonably in advance of consultation. University shall consider in good faith any comments of Company on any patent filings for the Patent Rights.

  • Joint Research Committee The Parties hereby establish a committee to facilitate the Research Program as follows:

  • Commercialization Activities Within North America, the Parties will use Commercially Reasonable Efforts to Commercialize Licensed Products in the Field. In addition, within North America and subject to Section 2.7.6, the Parties will use Commercially Reasonable Efforts to conduct the Commercialization activities assigned to them pursuant to the Commercialization Plan/Budget, including the performance of detailing in accordance therewith. In conducting the Commercialization activities, the Parties will comply with all Applicable Laws, applicable industry professional standards and compliance policies of Celgene which have been previously furnished to Acceleron, as the same may be updated from time to time and provided to Acceleron. Neither Party shall make any claims or statements with respect to the Licensed Products that are not strictly consistent with the product labeling and the sales and marketing materials approved for use pursuant to the Commercialization Plan/Budget.

  • Joint Manufacturing Committee A joint manufacturing committee (the “Joint Manufacturing Committee” or “JMC”) will be established pursuant to the Supply Agreement. The roles and responsibilities of the JMC shall be as specified in the Supply Agreement.

  • Responsibility for Intellectual Property The Company assumes all liabilities and responsibility in connection with all Intellectual Property, and the obligations of the Company hereunder or under the Notes and the Warrants shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Intellectual Property or its unavailability for any reason.

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