Patent Enforcement Clause Samples
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Patent Enforcement. (a) If either party becomes aware of any (i) infringement, anywhere in the world, of any TeneoBio Patent on account of a Third Party’s manufacture, use or sale of a CAR Product in the Field, including any BLA filed by a Third Party for a product that names a CAR Product as a reference product (or similar filing in a country other than the U.S.) or (ii) declaratory judgment action by a Third Party conducting any such manufacture, use or sale in the Field that alleges the invalidity, unenforceability or non-infringement of a TeneoBio Patent (collectively (i) and (ii), a “Product Infringement”), such party shall promptly notify the other party in writing to that effect.
(b) During the period commencing on Licensee’s exercise of the applicable Commercial Option until the termination of such license as provided herein (the “Enforcement Rights Period”), Licensee shall have the first right, but not the obligation, to bring an appropriate suit or take other action against any person or entity engaged in, or to defend against, any Product Infringement concerning a TeneoBio Patent covering a Selected Antibody for which Licensee has exercised its Commercial Option, […***…]; provided that, (i) for clarity, Licensee shall have no right to enforce the TeneoBio Patents, or take any other action in connection with the infringement thereof, outside of the Field, and (ii) Licensee shall not settle any suit or action in a manner that would negatively impact the TeneoBio Patents without TeneoBio’s prior written consent, which shall not be unreasonably withheld. If Licensee does not, within […***…] days after its receipt or delivery of notice under Section 5.6(a), commence a suit to enforce the applicable TeneoBio Patents in the Field, take other action to terminate such Product Infringement or initiate a defense against such Product Infringement, then TeneoBio shall have the right, but not the obligation, to commence any suit or take any action against, or defend against, such Product Infringement at its own cost and expense. In such event, Licensee shall take appropriate actions in order to enable TeneoBio to commence a suit or take the actions set forth in the preceding sentence. TeneoBio shall not settle any such suit or action in any manner that would negatively impact the TeneoBio Patents or that would limit or restrict the ability of Licensee to sell CAR Products anywhere in the world without the prior written consent of Licensee, which shall not be unreasonably withhel...
Patent Enforcement. RIBOZYME and ATUGEN shall each provide immediate ------------------ written notice to the other of any infringement of the RIBOZYME Patent Rights, which may come to such Party's attention. RIBOZYME shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the parties.
Patent Enforcement. (a) If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (any of the foregoing, an "infringement") by a Third Party with respect to any Licensed Technology within the Territory, such Party shall promptly notify the other Party and shall provide such other Party with available evidence of such infringement.
(b) Inspire shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on any Licensed Technology in the Territory. If Inspire (or its designee) does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement, Santen shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied first to reimburse both Parties for all costs and expenses incurred by the Parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as follows: [CONFIDENTIAL TREATMENT REQUESTED].
Patent Enforcement. BDSI shall have the first right, but not the duty, to institute patent infringement actions against third parties based on any Licensed Patent under this Agreement. If BDSI does not institute an infringement proceeding against an offending Third Party within ninety (90) days after receipt of notice from ACCENTIA, ACCENTIA shall have the right, but not the duty, to institute such an action. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by third parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be paid to the Party who instituted and maintained such action, or, if both Parties instituted and maintained such action, such award shall be allocated among the Parties in proportion to their respective contributions to the costs and expenses incurred in such action.
Patent Enforcement. (a) Each Party shall notify the other promptly after such Party becomes aware of any alleged infringement of any Patent covering a Product in any country. The Party that is developing or marketing a Product that will compete or does, in fact, compete in the applicable Territory with the allegedly infringing product shall have the first right, but not the duty, to institute patent infringement actions against Third Parties. If the Party with the first right to institute patent infringement actions does not institute an infringement proceeding against an offending Third Party within 90 days after becoming aware or receiving notice of any alleged infringement, then the other Party shall have the right, but not the duty, to institute such an action.
(b) The Parties shall provide reasonable assistance to each other in connection with the enforcement of such Patents pursuant to Section 9.1. Each Party shall execute all necessary and proper documents and take such actions as shall be reasonably requested to assist the Party enforcing the Patent. Neither Party shall enter into a settlement with respect to any such action without the prior consent of the other Party (if the other Party either owns the Patent or holds a license under such Patent pursuant to Section 5.2), which will not be unreasonably withheld. Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied as follows: (i) first, to reimbursement of the Parties, on a pro rata basis, for all reasonable out-of-pocket expenses to other persons or entities incurred by each in connection with such action, and (ii) second, any remaining balance shall be allocated [**]% to the Party enforcing the Patent and [**]% to the other Party.
(c) The costs and expenses of any action instituted pursuant to this Section 9.1 (including reasonable fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing.
(d) Notwithstanding anything to the contrary in this Section 9.1, if the Party controlling a Patent does not have the right to allow the Party that is granted the right to pursue infringers to enforce such Patent(s), no such right shall be considered to...
Patent Enforcement. The Company shall have the sole discretion whether to obtain, maintain, modify or enforce any domestic or foreign patent for said Inventions assigned to the Company pursuant to this Agreement. The Company is free to enter into any licensing or assignment agreement with any third party or to use whatever means it deems best to develop, promote or market said Inventions assigned to the Company pursuant to this Agreement or any domestic or foreign patent thereof.
Patent Enforcement. As soon as it shall have knowledge thereof, each Party shall promptly advise the other Party of any infringement of the Patents in the Territory by a Third Party. With respect to any Patent that is licensed to SGI exclusively under this Agreement, SGI shall have the first right, but not the duty, to institute infringement actions against Third Parties. With respect to any Patent that is licensed to SGI partially exclusively or non-exclusively under this Agreement, BMS shall have the first right, but not the duty, to institute infringement actions against Third Parties; provided, however, that SGI shall have the right, at its sole discretion, to participate therein at its own expense. For so long as SGI shall continue to participate materially in any such action, BMS shall consult with SGI and take into account each Party’s relative interests in such Patent and such infringement action before entering into any settlement arrangement or other amicable arrangement with respect thereto. If the Party having the first right to institute an infringement proceeding against an offending Third Party does not do so within 90 days after receipt of notice from the other Party, such other Party shall have the right, but not the duty, to institute such an action. The costs and expenses of any such action (including reasonable fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be paid to the Party who instituted and maintained such action, or, if both parties instituted and maintained such action, such award shall be allocated among the Parties in proportion to their respective contributions to the costs and expenses incurred in such action.
Patent Enforcement. (a) Each Party shall promptly notify the other Party if it becomes aware of any alleged or threatened infringement by a Third Party of any of the Cytokinetics Patents, which infringement adversely affects or is expected to adversely affect the Product in the Field in the Territory, and any related declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the Cytokinetics Patents in the Territory (collectively “Product Infringement”).
(b) As between the Parties, Ji Xing shall have the first right to bring and control any legal action in connection with such Product Infringement in the Territory at its own expense as it reasonably determines appropriate. If Ji Xing does not bring such legal action within [*] after the notice provided pursuant to Section 10.3(a), Cytokinetics shall have the right to bring and control any legal action in connection with such Product Infringement in the Territory at its own expense as it reasonably determines appropriate.
(c) At the request and expense of the Party bringing an action under Section 10.3(b) above, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required by Applicable Laws to pursue such action. In connection with any such enforcement action, the enforcing Party shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party’s rights in the Cytokinetics Patents without the prior written consent of the other Party. The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and at its own expense.
(d) Any recoveries resulting from enforcement action relating to a claim of Product Infringement in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses shall be retained by the enforcing Party, provided that if Ji Xing is the enforcing Party, then such excess recoveries shall be [*].
(e) Cytokinetics shall have the exclusive right to bring and control any legal action to enforce the Cytokinetics Patents against any infringement that is not a Product Infringement or is outside the Territory, i...
Patent Enforcement. Alibaba will have the sole control and discretion over the enforcement or defense of any Alipay-Related Patent and New FIG Business-Related Patent. In the event that Purchaser or its designated Subsidiary reasonably believes that any Alipay-Exclusive Patent or New FIG Business-Exclusive Patent is being infringed by a third Person, Purchaser or its designated Subsidiary shall promptly notify Alibaba in writing, or in the event that a declaratory judgment action is brought against Purchaser or any of its Subsidiaries with respect to an Alipay-Exclusive Patent or New FIG Business-Exclusive Patent (or a reexamination request or post-grant challenge is filed against an Alipay-Exclusive Patent or New FIG Business-Exclusive Patent), it shall promptly notify Alibaba in writing.
(a) As between the Parties hereto, Alibaba shall have the initial right (but not the obligation) to control the enforcement of the Alipay-Exclusive Patents and New FIG Business-Exclusive Patents, or defend any declaratory judgment action against Purchaser or any of its Subsidiaries (or reexamination request or post-grant challenge) with respect thereto (each, for purposes of this Section 6.2, an “Enforcement Action”). All recoveries obtained by Alibaba from an Enforcement Action pursuant to this Section 6.2(a) will be first used to reimburse Alibaba for its out-of-pocket litigation expenses (including but not limited to any attorneys’ fees and court costs) in connection with the Enforcement Action and one hundred percent (100%) of any remaining recoveries will go to Purchaser or its designated Subsidiary. For clarity, any such recoveries shall be included in the consolidated pre-tax income of the Purchaser Group for the applicable fiscal year in which they are accrued, and shall be taken into consideration in the calculation of the Alipay Royalty and New FIG Royalty pursuant to Article V. At the request of Purchaser or its designated Subsidiary, Alibaba shall keep Purchaser or its designated Subsidiary reasonably informed of the progress of any such Enforcement Action brought or defended by Alibaba pursuant to this Section 6.2(a).
(b) In the event that Alibaba does not initiate an Enforcement Action to enforce the Alipay-Exclusive Patents or New FIG Business-Exclusive Patents against a commercially significant infringement by a third Person in the field of the FIG Holdco Business (“Qualifying Infringement”), within ninety (90) days after a formal, written request by Purchaser or its designa...
Patent Enforcement. 11.1 University and Licensee agree to inform the other Party promptly in writing of anysuspected infringement of the Patent Rights by a third party. Licensee shall have, for a period of 120 days from the date of any notice of infringement of the Patent Rights, the first right to institute suit against such third party and any recovery or settlement shall be applied first to defray the unreimbursed costs and expenses (including reasonable attorneys' fees through appeal) incurred by Licensee in the action, second to pay University an amount equal to the Sublicensing Royalty that University would otherwise be entitled to at that time pursuant to Exhibit C to this Agreement if the amount remaining after the reimbursement of costs and expenses was treated as sublicensing revenue, and third any remaining balance shall be paid to Licensee.
11.2 Thereafter, University and Licensee shall each have the right to institute an action for infringement of the Patent Rights against such third party in accordance with the following:
a. If both University and Licensee agree to institute suit jointly, the suit shall be brought in both their names, the out-of-pocket costs thereof shall be borne equally, and any recovery or settlement, after the reimbursement of costs and expenses (including reasonable attorneys' fees incurred in the action) shall be shared equally.
b. ▇▇▇▇▇▇▇▇▇▇ and Licensee shall agree to the manner in which they shall exercise control over such suit. Each Party, at its option, may be represented by separate counsel of its own selection, the fees for which shall be paid by University.
c. ▇▇ the absence of an agreement to institute a suit jointly, University may, but is not obligated to, institute suit, and at its option, join Licensee as a plaintiff. If University decides to institute suit, it shall notify Licensee in writing.
d. Licensee's failure to notify University in writing within thirty (30) days after the date of University's notice pursuant to Section 11.2(c) above, that it will join in enforcing the Patent Rights pursuant to the terms hereof, shall be deemed conclusively to be Licensee's assignment to University of all rights, causes of action, and damages resulting from any such alleged infringement. University shall bear the entire cost of such litigation and shall be entitled to retain the entire amount of any recovery or settlement.
e. ▇▇ the absence of an agreement to institute a suit jointly, and if University does not notify Licensee of its ...