Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt and potential effects on the public interest in making its decision whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt reasonably informed of the progress of the action and shall give Elkurt a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any Patent Rights in the suit terminates, Elkurt may elect to take control of the action pursuant to Section 7.3. Should Licensee elect to bring suit against an infringer and Elkurt is joined as party plaintiff in any such suit, Elkurt shall have the right to approve the counsel selected by Licensee to represent Licensee and Elkurt, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. Licensee shall not compromise or settle such litigation without the prior written consent of Elkurt, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt shall receive an amount equal to [####] of such funds and the remaining [####] of such funds shall be retained by Licensee.
Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. No later than [***] before Licensee commences an action with respect to any Infringement, Licensee shall provide Harvard with evidence of a meritorious nature (i.e. evidence that shows a reasonable likelihood of success on the merits) that it is using as a basis for bringing the claim of Infringement and shall consider in good faith the views of Harvard and potential effects on the public interest in making its decision whether to sue, especially with regard to the locally-affordable availability of Licensed Products or equivalents thereof, e.g., generic products, in Developing Countries. Should Licensee elect to bring suit against an infringer, Licensee shall keep Harvard reasonably informed of the progress of the action and shall give Harvard a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to a Valid Claim in the suit terminates, Harvard may elect to take control of the action pursuant to Section 7.3. In all cases, Licensee shall hold Harvard free, clear and harmless from and against any and all expenses, including reasonable attorneys’ fees, incurred by Harvard with respect to the prosecution, adjudication and/or settlement of such Infringement suit, including any related appeals (“Litigation Expenses”). Licensee shall reimburse any and all such Litigation Expenses incurred by Harvard within [***] after receiving an invoice (including a copy of detailed time and expense entries from attorneys) from Harvard for the same. Licensee shall not compromise or settle such litigation without the prior written consent of Harvard, which consent shall not be unreasonably withheld or delayed. For clarity, Harvard’s consent shall not be deemed to have been unreasonably withheld or conditioned if there is a substantial adverse effect to the public interest in removing a product from the market as a result of such compromise or settlement. In the event Licensee exercises its right to sue pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such ...
Suit by Licensee. Licensee shall have the right, but shall not be obligated, to commence suit for any infringement of the Licensed Patents, and Licensor agrees that Licensee may cause Licensor to join it as a party to any such suit at no expense to Licensor. The total cost of any such infringement action commenced or defended solely by Licensee shall be borne by Licensee, and Licensee shall retain any recovery or damages awarded in such action, but such recovery or damages shall be treated as Sales of Licensed Products, and Licensee shall pay royalties thereon to Licensor in accordance with paragraph 4.1(b) of this Agreement. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the written consent of Licensor, which consent shall not be unreasonably withheld. Licensee shall indemnify Licensor against any order for costs or award of sanctions that may be made or entered against Licensor in such proceedings.
Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of the Institutions and potential effects on the public interest in making its decision whether to take such action. Should Licensee elect to bring suit against an infringer, Licensee shall keep the Institutions reasonably informed of the progress of the action and shall give each Institution a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to a Valid Claim in the suit terminates, Harvard may elect to take control of the action pursuant to Section 7.3. Any and all expenses, including reasonable attorneys’ fees, incurred by Harvard with respect to the prosecution, adjudication and/or settlement of such suit, including any related appeals, shall be paid for entirely by Licensee and Licensee shall hold Harvard free, clear and harmless from and against any and all such expenses. The expenses of
Suit by Licensee. LICENSEE shall have the right, but not the obligation, to ---------------- take any action, including, without limitation, to commence a suit or other legal proceedings, against third parties to prosecute any infringement of any of the Patents in its own name or in the name of LICENSOR as party plaintiff. LICENSOR shall join as a party to any such suit or other legal proceedings if required by law or procedure, and otherwise cooperate and assist LICENSEE in any action undertaken by LICENSEE. All damages and other amounts recovered by LICENSEE as a result of any suit or other legal proceedings commenced by LICENSEE (whether pursuant to a final judgment, by settlement or otherwise) shall be applied first to all of the out of pocket expenses of LICENSEE and LICENSOR, if LICENSOR is required by law or procedure to join in such suit or other legal proceedings, to prosecute and/or settle such suit or other legal proceedings (including, without limitation, attorneys fees and the fees of consultants and experts), and the remaining balance of any such recovery or payment shall be distributed [the confidential material contained herein has been omitted and has been separately filed with the Commission] to LICENSEE and [the confidential material contained herein has been omitted and has been separately filed with the Commission] to LICENSOR. LICENSOR may, at its sole expense, participate in any suit or other legal proceedings commenced by LICENSEE if not otherwise required by law or procedure to join in such suit or other legal proceedings.
Suit by Licensee. Licensee shall have the right, but shall not be obligated, to commence suit for infringement of the Licensed Patents only if the infringing activities giving rise to such suit come within the scope of activities exclusively licensed to Licensee under paragraph 2.1 (i). The total cost of any such infringement action commenced by Licensee shall be borne by Licensee, and Licensee shall retain any recovery or damages awarded in such action.
Suit by Licensee. Licensee shall have the initial right, but shall not be obligated, to commence suit for any infringement of the Licensed Patents and/or Licensed Marks. The total cost of any such infringement action commenced solely by Licensee shall be borne by Licensee, and Licensee shall retain any recovery or damages awarded in such action.
Suit by Licensee. If within six (6) months after notice by Licensee to OMRF of any alleged infringement, OMRF has been unsuccessful in persuading the alleged infringer to desist and has not brought an infringement action, or if OMRF notifies Licensee at any time of its intention not to bring suit against an alleged infringer, then and only then, Licensee shall have the right, but shall not be obligated, to commence suit for such infringement, and Licensee may, in such suit, use the name of OMRF as a party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the written consent of OMRF, which consent shall not be unreasonably withheld. Licensee shall indemnify OMRF against any order for costs or award of sanctions that may be made or entered against OMRF in such proceedings.
