Right of First Enforcement. (a) Licensee shall have the first right (but not the obligation), at its own expense, to control enforcement of the Licensed Technology against any Third Party Infringement within the scope of its exclusive license and may name Pfizer as a party for standing purposes. Prior to commencing any such action, Licensee shall consult with Pfizer and shall give due consideration to Pfizer’s recommendations regarding the proposed action. Licensee shall give Pfizer timely notice of any proposed settlement of any such action instituted by Licensee and shall not, without the prior written consent of Pfizer, which shall not be unreasonably withheld or delayed, enter into any settlement that would: (i) adversely affect the validity, enforceability or scope of any of the Licensed Patent Rights, (ii) give rise to liability of Pfizer or its Affiliates, (iii) admit non-infringement of any Licensed Patent Rights, or (iv) otherwise impair Pfizer’s rights in any Licensed Technology or this Agreement.
Right of First Enforcement. (a) LICENSEE shall have the first right (but not the obligation), at its own expense, to control enforcement of the License Patents against any Third Party Infringement. Prior to commencing any such action, LICENSEE shall consult with PFIZER and shall give due consideration to PFIZER’s recommendations regarding the proposed action. LICENSEE shall give PFIZER timely notice of any proposed settlement of any such action instituted by LICENSEE and shall not, without the prior written consent of PFIZER, enter into any settlement that would: (i) adversely affect the validity, enforceability or scope of any of the Patent Rights, (ii) give rise to liability of PFIZER or its Affiliates, (iii) admit non-infringement of any Patent Rights, or (iv) otherwise impair PFIZER’s rights in any License Patents or this Agreement.
Right of First Enforcement. (a) Licensee, itself or through any of its Affiliates or sublicensees, shall have the first right (but not the obligation), at its own expense, to control enforcement of the Licensed Technology against any Third Party Infringement within the scope of its exclusive license and may name Pfizer as a party for standing purposes. Pfizer shall cooperate with and join, at Licensee’s request and expense, any such action and has the right to join any such action, including retaining separate counsel, at Pfizer’s own expense. Prior to commencing any such action, Licensee shall consult with Pfizer and shall give due consideration to Pfizer’s timely recommendations regarding the proposed action. Licensee shall give Pfizer timely notice of any proposed settlement of any such action instituted by Licensee and shall not, without the prior written consent of Pfizer, enter into any settlement that would: (i) adversely affect the validity, enforceability or scope of any of the Licensed Patent Rights; (ii) give rise to liability of Pfizer or its Affiliates; (iii) admit non-infringement of any Licensed Patent Rights; or (iv) otherwise impair Pfizer’s rights in any Licensed Technology or this Agreement.
Right of First Enforcement. (a) Licensee shall have the first right (but not the obligation), at its own expense, to control enforcement of the Licensed Technology against any Third Party Infringement within the scope of its exclusive license and may name Pfizer as a party for standing purposes. Pfizer has the right to join and cooperate with any such action at Licensee’s cost, or to retain separate counsel at Pfizer’s own expense. Prior to commencing any such action, Licensee shall consult with Pfizer and shall give due consideration to Pfizer’s recommendations regarding the proposed action. Licensee shall give Pfizer timely notice of any proposed settlement of any such action instituted by Licensee and shall not, without the prior written consent of Pfizer, enter into any settlement that would: (i) adversely affect the validity, enforceability or scope of any of the Licensed Patent Rights, (ii) give rise to liability of Pfizer or its Affiliates, (iii) admit non-infringement of any Licensed Patent Rights, or (iv) otherwise impair Pfizer’s rights in any Licensed Technology or this Agreement.
Right of First Enforcement. (a) Pyxis shall have the first right (but not the obligation), at its own expense, to control enforcement of the Licensed ADC Patent Rights against any Third Party Infringement within the scope of its exclusive license and may name Pfizer as a party for standing purposes. Prior to commencing any such action, Pyxis shall consult with Pfizer and shall give due consideration to Pfizer’s recommendations regarding the proposed action. Pyxis shall give Pfizer timely notice of any proposed settlement of any such action instituted by Xxxxx and shall not, without the prior written consent of Pfizer, enter into any settlement that would: (i) adversely affect the validity, enforceability or scope of any of the Licensed ADC Patent Rights, (ii) give rise to liability of Pfizer or its Affiliates, (iii) admit non-infringement of any Licensed ADC Patent Rights, or (iv) otherwise impair Pfizer’s rights in any Licensed ADC Technology, Licensed Platform Technology or this Agreement.
Right of First Enforcement. (a) Licensee, itself or through any of its Affiliates or sublicensees, shall have the first right (but not the obligation), at its own expense, to control enforcement of the Licensed Technology against any Third Party Infringement within the scope of its exclusive license (i.e., its license within the Fields) and may name Pfizer as a party for standing purposes. Pfizer shall cooperate with and join, at Licensee’s request and expense, any such action and has the right to join any such action, including retaining separate counsel, at Pfizer’s own expense. Prior to commencing any such action, Licensee shall consult with Pfizer and shall give due consideration to Pfizer’s timely recommendations regarding the proposed action. Licensee shall give Pfizer timely notice of any proposed settlement of any such action instituted by Licensee and shall not, without the prior written consent of Pfizer, enter into any settlement that would: (i) adversely affect the validity, enforceability or scope of any of the Licensed Patent Rights; (ii) give rise to liability of Pfizer or its Affiliates; (iii) admit non-infringement of any Licensed Patent Rights; or (iv) otherwise impair Pfizer’s rights in any Licensed Technology or this Agreement.
Right of First Enforcement. (a) AXSOME shall have the first right (but not the obligation), at its sole cost and expense, to control enforcement of the LICENSED IP against any THIRD PARTY INFRINGEMENT. AXSOME shall be entitled to name PFIZER as an additional party in applicable actions or proceedings if necessary in order to enable AXSOME to exercise its right to control enforcement against such THIRD PARTY INFRINGEMENT. Prior to commencing any such action, AXSOME shall consult with PFIZER and shall give due consideration to PFIZER’s recommendations regarding the proposed action. AXSOME shall give PFIZER timely notice of any proposed settlement of any such action or proceedings related to a THIRD PARTY INFRINGEMENT. AXSOME shall not, without the prior written consent of PFIZER, which consent shall not be unreasonably withheld or delayed, enter into any settlement that would: (i) adversely affect the validity, enforceability or scope of any of the LICENSED PATENT RIGHTS, or (ii) admits non-infringement of any LICENSED PATENT RIGHTS. AXSOME shall not, without the prior written consent of PFIZER, which PFIZER shall have sole discretion in granting, enter into any settlement that (i) gives rise to liability of PFIZER or its AFFILIATES, or (ii) impairs PFIZER’s rights in any LICENSED IP or this AGREEMENT.
Right of First Enforcement. (a) IMMEDICA shall have the first right (but not the obligation), at its own expense, to control enforcement of the Licensed Technology against any Third Party Infringement (each an “Enforcement Action”), after having conferred with the LICENSOR. IMMEDICA shall give LICENSOR timely notice of any proposed settlement of any such action instituted by IMMEDICA and shall not enter into any settlement that would: (i) admit the liability of the LICENSOR or its Affiliates, or (ii) materially affect the scope of validity of any Licensed Patent without the prior written consent of the LICENSOR, which consent shall not be unreasonably withheld or delayed.
Right of First Enforcement. (a) LICENSOR shall have the first right (but not the obligation), at its own expense, to control enforcement of the Licensed Technology and Product Trademarks against any Third Party Infringement (each an “Enforcement Action”), after having conferred with IMMEDICA. LICENSOR shall keep IMMEDICA reasonably updated with regard to the progress of any such Enforcement Action that it takes. LICENSOR shall give IMMEDICA timely notice of any proposed settlement of any such action instituted by LICENSOR and shall not enter into any settlement that would: (i) admit the liability of IMMEDICA or its Affiliates, or (ii) materially affect the scope of validity of any Licensed Patent or Trademark, or (iii) materially adversely effect the Commercialization of the Product in the Territory, in each case with respect to the foregoing clauses (i)-(iii), without the prior written consent of IMMEDICA, which consent shall not be unreasonably withheld, conditioned or delayed.
Right of First Enforcement. (a) LICENSEE shall have the first right (but not the obligation), at * Information redacted pursuant to a confidential treatment request by Gemphire Therapeutics Inc. under 5 U.S.C. §552(b)(4), Rule 406 under the Securities Act of 1933 and Rule 24b-2 of the Securities Exchange Act of 1934 and submitted separately with the Securities and Exchange Commission. its own expense, to control enforcement of the Licensed Technology against any Third Party Infringement. Prior to commencing any such action, LICENSEE shall consult with PFIZER and shall give due consideration to PFIZER’s recommendations regarding the proposed action. At LICENSEE’S reasonable request, PFIZER will in good faith consider joining LICENSEE as a co-party in any litigation related to the enforcement of the Licensed Technology against any Third Party Infringement. LICENSEE shall give PFIZER timely notice of any proposed settlement of any such action instituted by LICENSEE and shall not, without the prior written consent of PFIZER, enter into any settlement that would: (i) adversely affect the validity, enforceability or scope of any of the Licensed Technology, (ii) give rise to liability of PFIZER or its Affiliates, (iii) admit Third Party non-infringement of any Licensed Technology, or (iv) otherwise impair PFIZER’s rights in any Licensed Technology or under this Agreement.
