Primary Right Clause Samples
The 'Primary Right' clause establishes a party's main entitlement or authority under an agreement. This clause typically specifies the key benefit, service, or asset that one party is granted, such as the right to use intellectual property, receive payment, or access certain resources. By clearly defining the principal right conferred, the clause ensures both parties understand the central purpose of the contract and helps prevent disputes over the scope of entitlements.
Primary Right. Licensor shall have the primary right, but not the obligation, to initiate an appropriate suit anywhere in the world against any third party who at any time is suspected of infringing all or any portion of the Intellectual Property Rights or using without proper authorization all or any portion of the Licensor Technology in the Territory. Licensor shall give Suntech sufficient advance notice of its intent to file such suit and the reasons. Further, Licensor shall keep Suntech informed, and shall from time to time consult with Suntech regarding the status of any such suit.
Primary Right. [***] will have the first right, but not the obligation, to institute, prosecute, and control a Proceeding with respect to defense or enforcement of the Joint Patents. [***] will have the right to engage counsel of its own choice in connection with such Proceeding [***]. [***] will provide [***] with prompt written notice of the commencement of any such Proceeding, and [***] will keep [***] apprised of the progress of such Proceeding.
Primary Right. Licensee shall have the primary right, but not the obligation, to initiate an appropriate suit anywhere in the world against any third party who at any time is suspected of infringing all or any portion of the Patent Rights or using without proper authorization all or any portion of the Technology in the Field of Use. Licensee shall give Licensor sufficient advance notice of its intent to file such suit and the reasons. Further, Licensee shall keep Licensor informed, and shall from time to time consult with Licensor regarding the status of any such suit.
Primary Right. Adicet will have the first right, but not the obligation, to institute, prosecute, and control a Proceeding with respect to defense or enforcement of the Joint Patents. CRISPR will have the right to engage counsel of its own choice in connection with such Proceeding at its own expense. Adicet will provide CRISPR with prompt written notice of the commencement of any such Proceeding, and Adicet will keep CRISPR apprised of the progress of such Proceeding.
Primary Right. At any time a shareholder (a "SELLER") proposes to sell or otherwise dispose of any share capital of the Company held by such Seller (the "OFFERED SECURITIES") to a third party (the "PROPOSED TRANSFEREE"), Seller shall first notify the Company in writing of the price, terms and identity of the Proposed Transferee (the "OFFER TERMS"). The Company shall give notice of the Offer Terms in writing (i) if the Seller is a member of Key Management, to the other members of Key Management, (ii) if the Seller is an Ordinary Shareholder who is selling Ordinary Shares to the members of Key Management, (iii) if the Offered Securities are Series A Preferred Shares, to the other Series A Holders, (iv) if the Offered Securities are Series B Preferred Shares, to the other Series B Holders, (v) if the Offered Securities are Series C Preferred Shares, to the other Series C Holders or (vi) if the Offered Securities are Series D Preferred Shares, to the other Series D Holders (such respective offerees shall be referred to as the "PRIMARY OFFEREES"). Each Primary Offeree shall have the right (the "PRIMARY RIGHT") to purchase from the Seller at the same price and on the same terms (x) that portion of the Offered Securities as the aggregate number of shares of Ordinary Shares and Conversion Shares held by such Primary Offeree bears to the total number of shares of Ordinary Shares and Conversion Shares held by all the Primary Offerees for such class of securities (the "PRIMARY BASIC AMOUNT") and (y) such additional portion of the remaining Offered Securities as any Primary Offeree indicates it will purchase should any of the other Primary Offerees subscribe for less than their Primary Basic Amounts (the "PRIMARY UNDERSUBSCRIPTION AMOUNT") and to which such Primary Offeree is entitled under Section 5.2 for a period of five (5) business days after delivery (the "PRIMARY RIGHT PERIOD").
Primary Right. Licensee shall have the primary right, but not the obligation, to initiate an appropriate suit anywhere in the world against any third party who at any time is suspected of infringing all or any portion of the Patent Rights or using without proper authorization all or any portion of the Technology in the Field of Use. Licensee shall give Licensor sufficient advance notice of its intent to file such suit and the reasons. Further, Licensee shall keep Licensor informed, and shall from time to time consult with Licensor regarding the status of any such suit. Licensor shall promptly become a named party in any such suit where Licensor’s failure to be a named party will result in Licensee’s inability to bring or maintain the suit.