Patent Enforcement and Defense Sample Clauses

Patent Enforcement and Defense. (a) Each Party shall promptly notify the other Party (but in any case no later than [***] after becoming aware) of any alleged or threatened infringement by a Third Party of any of the RevMed Licensed Patents or Joint Program Patents, and RevMed shall promptly notify Sanofi (but in any case no later than [***] after becoming aware) of any alleged or threatened infringement by a Third Party of any of the Sanofi Sole Program Patents, in each case including (i) any such alleged or threatened infringement on account of a Third Party’s manufacture, use or sale of a Product in the Field or (ii) any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions in connection with an ANDA (an Abbreviated New Drug Application in the United States or a comparable application for Regulatory Approval under Applicable Law in any country other than the United States) or other MAA for a Product in the Field and (iii) any declaratory judgment action filed by a Third Party that is developing, manufacturing or commercializing a Product in the Field alleging the invalidity, unenforceability or non-infringement of any of the RevMed Licensed Patents, Joint Program Patents or Sanofi Sole Program Patents ((i)-(iii), collectively, “Product Infringement”). (b) Sanofi, at its sole cost and expense, shall have the sole and exclusive right, but not the obligation, to bring (or defend) and control any legal action in connection with any Product Infringement at its own expense, as it reasonably determines appropriate. (c) RevMed, at its sole cost and expense, shall have the sole and exclusive right to enforce the RevMed Licensed Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Each Party shall have the right to enforce the Joint Program Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Sanofi shall have the sole and exclusive right to enforce the Sanofi Sole Program Patents at its sole cost and expense. (d) [***] (e) At the request of Sanofi, RevMed shall provide reasonable assistance in connection with any such suit or action, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required (at Sanofi’s expense). In connection with a proceeding with respect to a Product Infringement covered b...

Patent Enforcement and Defense. The rights and obligations of each Party with respect to the enforcement and defense of a given Patent (including settling related claims, suits or actions) shall be the same as the rights and obligations of such Party with respect to the Prosecution and Maintenance of such Patent mutatis mutandis. In the event that a Party takes action to enforce or defend a given Patent, the other Party, at the acting Party’s expense, shall provide all reasonable assistance and cooperation, including, by way of example, being joined as a party to the action or transferring ownership of such Patent to the acting Party, providing any necessary powers of attorney and executing any other required documents or instruments for such purposes.

Patent Enforcement and Defense. (a) If Sherwood obtains notice or knowledge that a third party is infringing or misappropriating any patent, trademark, copyright or other proprietary rights with respect to the Licensed Patent Rights, the Movern Patent, the Licensed Invention or the Licensed Products, Sherwood shall promptly notify Licensor of such infringement or misappropriation. Sherwood agrees to cooperate with Licensor in the conduct of any litigation which Licensor or its licensors may elect to undertake with respect to such infringement or misappropriation. Sherwood shall have the right but not the obligation to be represented in such litigation by its own counsel at its own cost and expense.

Patent Enforcement and Defense. ZGI shall have sole and exclusive ------------------------------ responsibility for defending and enforcing all ZGI Patents, including but not limited to: sending cease and desist letters; initiating and participating in interference proceedings, protest proceedings, reissue proceedings, re- examination proceedings, and lawsuits; defending declaratory judgment proceedings; and settling disputes with third parties. ZGI shall be solely responsible for the costs associated with such defense and enforcement and shall retain all damages and monies awarded as a result of such efforts. Likewise, NN shall have sole and exclusive responsibility for defending and enforcing all NN Patents, including but not limited to: sending cease and desist letters; initiating and participating in interference proceedings, protest proceedings, reissue proceedings, re-examination proceedings, and lawsuits; defending declaratory judgment proceedings; and settling disputes with third parties. NN shall be solely responsible for the costs associated with such defense and enforcement and shall retain all damages and monies awarded as a result of such efforts. Notwithstanding the foregoing, the licensor of a Commercialization License granted pursuant to ARTICLE 4 of this Agreement shall have the first right, but not the obligation, to defend and enforce the ZGI Patents or NN Patents so licensed. In that event the licensee shall cooperate with the licensor at the expense of the licensor, and the licensor shall retain all damages and monies awarded as a result of such efforts. If the licensor elects not to defend or enforce the licensed ZGI Patents or NN Patents, the licensee shall have the right, but not the obligation, to so defend or enforce.

Patent Enforcement and Defense. (a) Each Party shall give the other Party notice of any known or suspected infringement by a Third Party (an “Alleged Infringer”) in a particular country of any Galaxy Patent or Joint Patent (“Patent Infringement”) within *** Business Days after such Patent Infringement comes to such Party’s attention. (b) FivePrime (or its sublicensee, if the Patent Infringement occurred in a sublicensed territory) shall have the first right, but not the obligation, to contact any Alleged Infringer regarding any Patent Infringement, including through correspondence with such Alleged Infringer, and bring and control any legal action, including by declaratory judgment action, patent litigation or similar proceeding, in connection with any Patent Infringement in the Territory at its own expense and discretion as it reasonably determines appropriate. FivePrime shall keep Galaxy reasonably informed and at its sole reasonable discretion reasonably consult with Galaxy in the course of such legal action. Galaxy shall have the right to be represented in any such action by counsel of its choice at its own expense. (c) At the request of FivePrime or its sublicensee, Galaxy shall reasonably cooperate and provide any information or assistance in connection with any legal action under this Section 5.3, including executing reasonably appropriate documents, cooperating in discovery and, if required by applicable Law, joining as a party to the action at FivePrime’s or its sublicensee’s cost. (d) In connection with any such action or proceeding, FivePrime or its sublicensee shall not enter into any settlement admitting the invalidity of, or otherwise impairing Galaxy’s rights in, the Galaxy Patents or Joint Patents without the prior written consent of Galaxy, at its sole discretion. (e) Any recoveries resulting from such an action initiated by FivePrime relating to a claim of Patent Infringement, including pursuant to a settlement, shall be applied as follows: (i) first to reimburse each Party, on a pro rata basis, for such Party’s out-of-pocket costs and expenses in connection with such Patent Infringement proceeding; (ii) any non-compensatory damages, including exemplary damages for willful infringement, will be shared by the Parties in the ratio of *** (FivePrime:Galaxy), provided that FivePrime does not deduct from its milestone and royalty payments more than *** percent (***%) of costs in connection with such action pursuant to Section 4.4; and (iii) any compensatory damages in excess...

Patent Enforcement and Defense. Enforcement and defense of Company Patents and Joint Patents shall be governed by the provisions of appended Schedule 5.

Patent Enforcement and Defense. 5.2.1. Each Party shall notify the other Party of any infringement of any of the Patent Rights by a third party in the Field which becomes known to such Party, and of any claim of infringement by a third party that the activities of a Party infringe patent rights of such third party. 5.2.2. Regen BioPharma acknowledges that pursuant to Section 15.2 of the CSIRO License, CSIRO has sole responsibility and control of legal action relating to the Patent Rights licensed from CSIRO to Benitec. Subject to the foregoing, as between the Parties: (a) Benitec Australia shall have the first right, but not an obligation, to initiate, maintain and control, at Benitec Australia’s expense, legal action against any infringement of the Patent Rights by a third party in the Field; (b) in the event that Benitec Australia initiates legal action against infringement of the Patent Rights (including by CSIRO) by a third party in the Field, Benitec Australia shall notify Regen BioPharma in writing prior to initiating such legal action. Thereafter, Benitec Australia will keep Regen BioPharma fully informed as to any proceedings and Regen BioPharma shall have a right to comment on and have input prior to any legal actions to the extent that they relate to the Patent Rights in the Field, and Benitec must reasonably consider (including through CSIRO) all of Regen BioPharma's relevant proposals. 5.2.3. Regen BioPharma acknowledges that it may not commence suit under the Patent Rights without seeking and obtaining the prior written consent of Benitec Australia (or CSIRO, as the case may be). If such consent is given then: (a) it may be given conditionally, including on condition that Regen BioPharma indemnify Benitec Australia and/or CSIRO against all costs and expenses associated with the litigation regardless of whether Benitec Australia and/or CSIRO are joined in the litigation voluntarily or involuntarily; and (b) Benitec Australia and/or CSIRO shall, if necessary and at the cost of Regen BioPharma, lend their name/s to such proceedings and provide all other reasonable assistance to Regen BioPharma in commencing and undertaking the proceedings.

Patent Enforcement and Defense. SUBSECTION 12.2.1. Prior to Execution of License in ZSS. ------------------------------------

Patent Enforcement and Defense. ZGI shall have the sole and ------------------------------ exclusive right, but not the obligation, to defend and enforce all ZGI Patents, including but not limited to: sending cease & desist letters; initiating and participating in interference proceedings, protest proceedings, reissue proceedings, re-examination proceedings, and lawsuits; defending declaratory judgment proceedings; and settling disputes with third parties. ZGI shall be solely responsible for the costs associated with such defense and enforcement and shall retain all damages and monies awarded as a result of such efforts. Likewise, NN shall have the sole and exclusive right, but not the obligation, to defend and enforce all NN Patents, including but not limited to: sending cease & desist letters; initiating and participating in interference proceedings, protest proceedings, reissue proceedings, re-examination proceedings, and lawsuits; defending declaratory judgment proceedings; and settling disputes with third parties. NN shall be solely responsible for the costs associated with such defense and enforcement and shall retain all damages and monies awarded as a result of such efforts.