Declaratory Judgment Actions. In the event that a declaratory judgment action is brought against M.I.T. or COMPANY by a third party alleging invalidity, unenforceability, or non-infringement of the PATENT RIGHTS, M.I.T., at its option, shall have the right within twenty (20) days after commencement of such action to take over the sole defense of the action at its own expense. If M.I.T. does not exercise this right, COMPANY may take over the sole defense of the action at COMPANY's sole expense, subject to Sections 7.4 and 7.5.
Declaratory Judgment Actions. In the event that a PATENT CHALLENGE is brought against THE PARTIES or COMPANY by a third party, THE PARTIES, at their option, shall have the right within twenty (20) days after commencement of such action to take over the sole defense of the action at its own expense. If THE PARTIES do not exercise this right, COMPANY may take over the sole defense of the action at COMPANY’s sole expense, subject to Section 7.4.
Declaratory Judgment Actions. In the event that a PATENT CHALLENGE is brought against M.I.T. or COMPANY by a third party, M.I.T., at its option, shall have the right within twenty (20) days after commencement of such action to take over the sole defense of the action at its own expense. If M.I.T. does not exercise this right, COMPANY may take over the sole defense of the action at COMPANY’s sole expense, subject to Sections 7.4 and 7.5.
Declaratory Judgment Actions. In the event that a PATENT CHALLENGE is brought against M.I.T. or COMPANY by a third party, M.I.T., at its option, shall have the right within [***] after commencement of such action to take over the sole defense of the action at its own expense. If M.I.T. does not exercise this right, COMPANY may take over the sole defense of the action at COMPANY’s sole expense, subject to Sections 7.4 and 7.5.
Declaratory Judgment Actions. In the event that any third party initiates a declaratory judgment action alleging the invalidity or unenforceability of the Patent Rights, or if any third party brings an infringement action against Licensee or its Affiliates or Sublicensees because of the exercise of the rights granted Licensee under this Agreement, then Licensee shall have the right to defend such action under its own control and at its own expense; provided, however, that DFCI shall have the right to intervene and participate jointly of such defense. In the case of such participation, DFCI will fund up to [**] percent ([**]%) of the cost of the defense from the date of its joining. Licensee shall NOT enter into any settlement, consent judgment or other voluntary final disposition of any action under this Section 7.6 that adversely affects DFCI without the consent of DFCI, which consent shall not be unreasonably withheld, unless, the settlement includes any express or implied admission of liability or wrongdoing on DFCI’s part, in which case DFCI’s right to grant or deny consent is absolute and at its sole discretion. Any recovery shall be first applied to reimburse each party pro rata for any out-of pocket expenses it may have incurred with respect to defense of such action and the remainder shall be retained entirely by the party controlling the action; provided however that any recovery for infringement will be distributed as described in Section 7.5. (Signature page follows)
Declaratory Judgment Actions. In the event that any third party initiates a declaratory judgment action alleging the invalidity or unenforceability of the DFCI Patents, or if any third party brings an infringement action against CTI or its Affiliates or Sublicensees because of the exercise of the rights granted CTI under this Agreement, then CTI shall have the right to defend such action under its own control and at its own expense; provided, however, that the parties shall mutually agree that DFCI may assume control of such defense, at its own expense, if DFCI in good-faith believes that assuming control of such defense is beneficial to the Parties. CTI shall NOT enter into any settlement, consent judgment or other voluntary final disposition of any action under this Section 6.7 without the consent of the other party, which consent shall not be unreasonably withheld unless the settlement includes any express or implied admission of liability or wrongdoing on DFCI's part, in which case DFCI's right to grant or deny consent is absolute and at its sole discretion. Any recovery shall be first applied to reimburse each party pro rata for any out-of pocket expenses it may have incurred with respect to defense of such action and the remainder shall be retained entirely by the party controlling the action; provided, however, that any recovery for infringement will be distributed as described in Section 6.6. * Confidential material redacted and filed separately with the Commission.
Declaratory Judgment Actions. If a declaratory judgment action is brought naming TSRI or Licensee or any of its Affiliates or Sublicensees as a defendant and alleging invalidity, unenforceability or non-infringement of any Licensed Patent Rights, Licensee or TSRI, as the case may be, shall promptly notify the other party in writing and Licensee may elect, upon written notice to TSRI within twenty (20) days after receiving or giving notice of the commencement of such action, to take over the sole control of such action at its own expense. TSRI shall be entitled to, at its expense, participate in and have counsel, selected by it and reasonably acceptable to Licensee, participate in any such action. If Licensee does not defend any such action, then TSRI shall have the right, but shall not be obligated, to defend such action at TSRI’s expense.
Declaratory Judgment Actions. In the event that a PATENT CHALLENGE or any suit or action alleging that the PATENT RIGHTS are not infringed or unpatentable is brought against XXXXXXXXX, DFCI or COMPANY or any AFFILIATES or SUBLICENSEES by a third party, the subject party shall promptly notify the other parties in writing, and COMPANY, at its option and upon written notice to XXXXXXXXX and DFCI. shall have the right, but shall not be obligated, within [**] days after commencement of such action to take over the sole defense of the action at its own expense. If COMPANY does not exercise this right, XXXXXXXXX and/or DFCI may take over the sole defense of the action at XXXXXXXXX and/or DFCI’s sole expense, but shall not be obligated to do so, subject to Sections 7.4 and 7.5.
Declaratory Judgment Actions. In the event that a declaratory judgment action alleging invalidity or infringement of any of the Patent Rights shall be brought against University, Licensee, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense.
Declaratory Judgment Actions. In the event that a PATENT CHALLENGE or any suit or action alleging that the PATENT RIGHTS are not infringed is brought against XXXXXXXXX or COMPANY or any AFFILIATES or SUBLICENSEES by a third party, the subject party shall promptly notify the other parties in writing and COMPANY, at its option, and upon written notice to XXXXXXXXX, shall have the right, but shall not be obligated, within [***] days after commencement of such action to take over the sole defense of the action at its own expense, subject to Sections 7.4 and 7.5. If COMPANY does not exercise this right, XXXXXXXXX may take over the sole defense of the action at XXXXXXXXX’X sole expense, but shall not be obligated to do so. ***Confidential Treatment Requested*** ***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
