Infringement of Patents by Third Parties Sample Clauses
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Infringement of Patents by Third Parties. 19.01 If SEN becomes aware of any infringement or alleged infringement in the Territory of any of the Patents, it shall immediately notify EATON in writing of the name and address of each infringer or alleged infringer and the acts or alleged acts of infringement of the Patents. EATON shall have the first right, consistent with the law of the place of infringement, to bring an infringement action against any or all such infringers or alleged infringers of the Patents. In the event that EATON elects to bring any such infringement action in its own name, EATON shall bear any and all expenses incurred in maintaining such infringement action and shall retain for itself any and all moneys or other benefits derived from such infringement action. If EATON shall deem ▇▇ necessary or desirable to join SEN as a party plaintiff in any infringement action against an infringer or alleged infringer of the Patents, EATON shall consult with and obtain the approval of SEN prior to institution of such infringement action. In the event that EATON and SEN so agree jointly to bring such an infringement action, the parties shall (a) bear equally any and all expenses incurred in maintaining such infringement action, and (b) share equally any and all moneys or other benefits derived from such infringement action.
19.02 If EATON does not bring an infringement action within six (6) months after notification from SEN of infringement or alleged infringement of the Patents, SEN shall have the first right, consistent with the law of the place of infringement, to bring an infringement action in its own name after the expiration of said six (6) month period. The total cost of any such infringement action brought by SEN shall be borne solely by SEN, and SEN shall retain for itself any and all moneys or other benefits derived from such infringement action. Each party shall indemnify and hold the other harmless from any and all damages, costs or expenditures arising directly or indirectly as a result of any infringement action undertaken solely in the name of such party hereunder.
19.03 If at any time during the term of this Agreement EATON or SEN shall be unable to enforce the Patents against any alleged infringer, EATON shall not be responsible for the validity or for the enforceability of the Patents.
19.04 The parties shall keep each other fully informed as to the progress of any infringement action under this Section brought in the names of either or both parties. The parties shall coo...
Infringement of Patents by Third Parties. (a) Except as expressly provided in the remainder of this Section 6.3, Intrexon shall have the sole right to take appropriate action against any person or entity directly or indirectly infringing any Intrexon Patent (or asserting that an Intrexon Patent is invalid or unenforceable) (collectively, “Infringement”), either by settlement or lawsuit or other appropriate action.
(b) Notwithstanding the foregoing, Fibrocell shall have the first right, but not the obligation, to take appropriate action to enforce Product-Specific Program Patents against any Infringement that involves a commercially material amount of allegedly infringing activities in the Field (“Field Infringement”), either by settlement or lawsuit or other appropriate action. If Fibrocell exercises the foregoing right, Intrexon agrees to be named in any such action if required. If Fibrocell fails to take the appropriate steps to enforce Product-Specific Program Patents against any Field Infringement within one hundred eighty (180) days of the date one Party has provided notice to the other Party pursuant to Section 6.3(g) of such Field Infringement, then Intrexon shall have the right (but not the obligation), at its own expense, to enforce Product-Specific Program Patents against such Field Infringement, either by settlement or lawsuit or other appropriate action.
(c) With respect to any Field Infringement that cannot reasonably be abated through the enforcement of Product-Specific Program Patents pursuant to Section 6.3(b) but can reasonably be abated through the enforcement of Intrexon Patent(s) (other than the Product-Specific Program Patents), Intrexon shall be obligated to choose one of the following courses of action: (i) enforce one or more of the applicable Intrexon Patent(s) in a commercially reasonable manner against such Field Infringement, or (ii) [*****]. To the extent Fibrocell shall be entitled to a share of the Recovery a set forth in Section 6.3(f), Intrexon and Fibrocell shall bear the costs and expenses of such enforcement equally. The determination of which Intrexon Patent(s) to assert shall be made by Intrexon in its sole discretion; provided, however, that Intrexon shall consult in good faith with Fibrocell on such determination. For the avoidance of doubt, Intrexon has no obligations under this Agreement to enforce any Intrexon Patents against, or otherwise ▇▇▇▇▇, any Infringement that is not a Field Infringement. Portions herein identified by [*****] have been omitted pur...
Infringement of Patents by Third Parties. (a) Each Party shall promptly notify the other Party in writing of any existing or threatened infringement in the Territory of the Ampio Patents or Daewoong Patents of which it becomes aware, and shall provide all evidence in such Party’s possession demonstrating such infringement.
(b) If a Third Party infringes any Ampio Patent in the Territory by making, using, importing, offering for sale or selling the Product or a competitive product in the Field (a “Product Infringement”), each Party shall share with the other Party all Information available to it regarding such alleged infringement. Ampio shall have the sole and exclusive right, but not the obligation, to bring an appropriate suit or other action against any person or entity engaged in such Product Infringement in the Territory. Daewoong shall provide to Ampio reasonable assistance in such enforcement, at Ampio’s request and expense, including joining such action as a party plaintiff if required by applicable Laws to pursue such action. Ampio shall keep Daewoong regularly informed of the status and progress of such enforcement efforts, shall reasonably consider Daewoong’s comments on any such efforts, and shall seek consent of Daewoong in any important aspects of such enforcement, including determination of litigation strategy and filing of important papers to the competent court, which shall not be unreasonably withheld or delayed. Each Party shall bear all of its own internal costs incurred in connection with its activities under this Section 11.5(b). Daewoong shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but Daewoong shall at all times cooperate fully with Ampio bringing such action.
(c) If Ampio, in its sole discretion, determines not to exercise its right to bring an action against Product Infringement in the Territory, Daewoong shall be entitled to do so. Ampio shall provide to Daewoong reasonable assistance in such enforcement, at Daewoong’s request and expense, including joining such action as a party plaintiff if required by applicable Laws to pursue such action. Daewoong shall keep Ampio regularly informed of the status and progress of such enforcement efforts, shall reasonably consider Ampio’s comments on any such efforts, and shall seek consent of Ampio in any important aspects of such enforcement, including determination of litigation strategy and filing of important papers to the competent court, which shall not be unre...
Infringement of Patents by Third Parties. Virobay will use commercially reasonable efforts to enforce Celera Patents and Virobay Patents. Virobay has the sole right to enforce the Celera Patents against Third Parties and to defend the Celera Patents against any challenge. Celera will reasonably assist and cooperate in any such enforcement or defense. Virobay will bear all costs and expenses (including attorneys’ fees) incurred by either Party after the Effective Date to carry out the activities described in this Section 7.2. Recoveries in any actions under this Section 7.2 will first be used to reimburse each Party’s costs and expenses (including attorneys’ fees) for such action. After the reimbursement of costs and expenses (“Net Recovery”), Virobay will pay to Celera out of Net Recovery an amount equal to [* * *].
Infringement of Patents by Third Parties. (a) Except as expressly provided in the remainder of this Section 6.3, Intrexon shall have the sole right to take appropriate action against any person or entity directly or indirectly infringing any Intrexon Patent (or asserting that a Intrexon Patent is invalid or unenforceable) (collectively, “Infringement”), either by settlement or lawsuit or other appropriate action.
(b) Notwithstanding the foregoing, [*****] shall have the [*****] right, but not the obligation, to take appropriate action to enforce [*****] against any Infringement that involves a [*****] of allegedly infringing activities in the Field (“[*****]”), either by settlement or lawsuit or other appropriate action. If [*****] fails to take the appropriate steps to enforce [*****] against any [*****] within [*****] days of the date one Party has provided notice to the other Party pursuant to Section 6.3(g) of such [*****], then [*****] shall have the right (but not the obligation), at its own expense, to enforce [*****] against such [*****], either by settlement or lawsuit or other appropriate action.
(c) With respect to any [*****] that cannot reasonably be abated through the enforcement of [*****] pursuant to Section 6.3(b) but can reasonable be abated through the enforcement of [*****] (other than the [*****]),[*****] shall be obligated to choose one of the following courses of action: [*****]. The determination of which [*****] to assert shall be made by [*****] in its sole discretion; provided, however, that [*****] shall consult in good faith with [*****] on such determination. For the avoidance of doubt, [*****] has no obligations under this Agreement to enforce any [*****] against, or otherwise ▇▇▇▇▇, any Infringement that is not a [*****]. 19
(d) In the event a Party pursues an action under this Section 6.3, the other Party shall reasonably cooperate with the enforcing Party with respect to the investigation and prosecution of any alleged, threatened, or actual Infringement, at the enforcing Party’s expense (except with respect to an action under Section 6.3(c), where all costs and expenses will be shared equally in accordance with terms thereof).
(e) [*****] shall not settle or otherwise compromise any action under this Section 6.3 in a way that diminishes the rights or interests of [*****] or adversely affects any [*****] without [*****]’s prior written consent, which consent shall not be unreasonably withheld. [*****] shall not settle or otherwise compromise any action under this ...
Infringement of Patents by Third Parties. Infringement of Dainippon Patents, RiboGene Patents or Collaboration Patents by third parties as well as infringement of third party patents by Dainippon shall be governed by the provisions of the License Agreement.
Infringement of Patents by Third Parties. (1) Each party shall promptly notify the other in writing of any alleged or threatened infringement of the Tularik Patents, the Merck Patents, or the Program Patents which may adversely impact the rights of the parties hereunder, of which it becomes aware.
(2) Each party shall retain the right to bring, at such party's expense, an appropriate action against any person or entity directly or contributorily infringing a patent or Program Patent owned by such party. In such event, the other party hereby agrees to cooperate reasonably with the owner of such patent or Program Patent in any such efforts. Any recovery obtained by the patent or Program Patent owner as a result of such action, whether obtained by settlement or otherwise, shall be disbursed as follows: [ * ]. The non-owner at its own election and expense shall have the right to be joined in any such action as a party. No settlement, compromise or other disposition of any such action which compromises the non-owner's rights under this Agreement shall be entered into without such non-owner's prior written consent, which shall not be unreasonably withheld. In the event that an alleged infringer is engaged in the manufacture, use or sale of a drug product with applications in the Core Targets or Option Targets in a country in which the non-owner [ * ], and the owner fails to institute an infringement suit or take other reasonable action to protect the relevant patent or Program Patent, the non-owner shall have the right, within [ * ] of notification to the owner of such alleged infringement, to institute such suit or take other appropriate action at its own expense in the name of the owner or non-owner, or both. In such event, the owner of the patent or Program Patent shall cooperate reasonably with the non-owner, if applicable, in its efforts to protect the relevant patent or Program Patent. Any recovery obtained by the non-owner as a result of such proceeding, by settlement or otherwise, shall be disbursed as follows: [ * ]. No settlement, compromise or other disposition of any such proceeding which concerns the [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchanage Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. validity of any patent or Program Patent shall be entered into without the patent or Program Patent owner's prior written consent, which shall not be unreasonabl...
Infringement of Patents by Third Parties. Pharmacyclics has the sole right to enforce the Celera Patents against Third Parties and to defend the Celera Patents against any challenge. Celera will reasonably assist and cooperate in any such enforcement or defense of a challenge. Pharmacyclics will bear all costs and expenses (including attorneys' fees) incurred by either Party after the Effective Date to carry out the activities described in this Section 7.2. Recoveries in any actions under this Section 7.2(a) will first be used to reimburse Pharmacyclics' for any and all costs and expenses (including attorneys' fees) incurred in connection with enforcement of the Celera Patents or defense of the Celera Patents against challenge. After reimbursement of costs and expenses as provided in the previous sentence, [ *** ]. Pharmacyclics agrees to use commercially reasonable efforts in enforcing Celera Patents; provided that, in the event that Pharmacyclics and Celera disagree, the Parties each acknowledge and agree that Pharmacyclics shall have the right to make the final decision with respect to any aspect of enforcement or defense of the Celera Patents.
Infringement of Patents by Third Parties. Scholar Rock shall have the exclusive right, but not the obligation, in its sole discretion, to enforce the Optioned Program Antibody Patents against infringement through activities or conduct of a Third Party in the Field. Adimab shall cooperate fully with Scholar Rock bringing such action including by being joined as a party plaintiff if necessary to obtain standing for such action (at the expense of Scholar Rock).
Infringement of Patents by Third Parties. Should LICENSOR or LICENSEE become aware of any infringement or alleged infringement of any portion of the TECHNOLOGY, the knowing party shall immediately notify the other party of the name and address of the alleged infringer, the alleged acts of infringement, and any available evidence of infringement. LICENSOR and LICENSEE agree to work jointly (on a best efforts basis) to prevent any infringement and defend any patents or other intellectual property rights upon which the TECHNOLOGY is based. The total expense of all such actions shall be borne by LICENSEE and all proceeds shall be for LICENSEE's account. If, at any time during the term of this Agreement, LICENSOR or LICENSEE shall be unable to uphold the validity of any intellectual property rights of the TECHNOLOGY against any alleged infringer, LICENSEE shall not have a damage claim or a claim for refund or reimbursement against LICENSOR. LICENSEE agrees to defend to the best of its ability the intellectual property rights of the TECHNOLOGY, including the patents or patent applications.