Offensive Actions Clause Samples

Offensive Actions. With respect to infringement of any Sankyo Patent Right claiming the composition or use of a Licensed Compound, ArQule Derivative Compound, or Royalty-Bearing Product, Sankyo shall have the primary right, but not the obligation, to enforce such Patent Right under its sole control and at its sole expense. In such event, Sankyo shall be exclusively entitled to all proceeds or recoveries resulting therefrom, but from such proceeds or recoveries Sankyo shall pay ArQule a royalty in accordance with Section 8.5. on damages recovered for sales lost to the infringer. In the event that Sankyo declines to enforce such Patent Right with respect to a Royalty-Bearing Product where the sales of the alleged infringer are at least twenty percent (20%) of the market for said product, then ArQule shall have the secondary right to enforce such Patent Right under its sole control and at its sole expense. In such event, ArQule shall be exclusively entitled to all proceeds or recoveries resulting therefrom.

Offensive Actions. Any individual violating the Code of Conduct set out here shall be subject to penalties and sanctions as set forth in the Disciplinary Procedures below. In addition to conforming to the requirements of the Code of Conduct above, the following actions are specifically prohibited (“Offensive Actions”):

Offensive Actions. Each party will promptly notify the other party if they become aware of any potential infringement of Patent Rights arising under this Agreement. Neither party shall have any obligation to initiate an infringement action to assert any Patent Right under this Agreement.

Offensive Actions. With respect to infringement of any SB Patent Right or ArQule Patent Right claiming the composition or use of a Licensed Compound, Analog Compound, or Royalty-Bearing Product, SB shall have the primary right, but not the obligation, to enforce such Patent Right under its sole control and at its sole expense. In such event, SB shall be exclusively entitled to all proceeds or recoveries resulting therefrom, but from such proceeds or recoveries SB shall pay ArQule a royalty in accordance with Section 7.6. on sales lost to the infringer. In the event that SB declines to enforce such Patent Right with respect to a Royalty-Bearing Product where the sales of the alleged infringer are at least ***** percent ***** of the worldwide market for said product, then ArQule shall have the secondary right to enforce such Patent Right under its sole control and at its sole expense. In such event, ArQule shall be exclusively entitled to all proceeds or recoveries resulting therefrom.

Offensive Actions. With respect to infringement of any Solvay Patent Right or any ArQule Patent Right or Joint Patent Right exclusively licensed to Solvay claiming the composition or use of a Licensed Compound, ArQule Derivative Compound, or Royalty-Bearing Product, Solvay shall have the primary right, but not the obligation, to enforce such Patent Right under its sole control and at its sole expense. In such event, Solvay shall be exclusively entitled to all proceeds or recoveries resulting therefrom, but from such proceeds or recoveries Solvay shall pay ArQule a royalty in accordance with Section 9.5. on sales lost to the infringer after deduction of all costs, including reasonable attorney fees incurred by Solvay in the action to enforce such Patent Rights. In the event that Solvay declines to enforce such Patent Right with respect to a Royalty-Bearing Product where the sales of the alleged infringer are at least twenty percent (20%) of the market for said product, then ArQule shall have the secondary right to enforce such Patent Right under its sole control and at its sole expense. In such event, ArQule shall be exclusively entitled to all proceeds or recoveries resulting therefrom.

Offensive Actions. With respect to infringement of any Solvay Patent Right or any ArQule Patent Right or Joint Patent Right exclusively licensed to Solvay claiming the composition or use of a Licensed Compound, ArQule Derivative Compound, or Royalty-Bearing Product, Solvay shall have the primary right, but not the obligation, to enforce such Patent Right under its sole control and at its sole expense. In such event, Solvay shall be exclusively entitled to all proceeds or recoveries resulting therefrom, but from such proceeds or

Offensive Actions. With respect to infringement of any Patent Right claiming the composition or use of a Licensed Compound, Analog, or Royalty-Bearing Product, 3.1. on sales lost to the infringer. In the event that PRI declines to enforce such Patent Right with respect to a Royalty-Bearing Product where the sales of the alleged infringer are at least twenty percent (20%) of the market for said product, then ArQule shall have the secondary right to enforce such Patent Right under its sole control and at its sole expense. In such event, ArQule shall be exclusively entitled to all proceeds or recoveries resulting therefrom.