Defense Against Infringement Sample Clauses

Defense Against Infringement. In the event URIGEN or KALIUM becomes aware of any actual or threatened infringement of any Licensed Patent Rights, that Party shall promptly notify the other and the Parties shall discuss the most appropriate action to take. Both Parties shall use their best efforts in cooperating with each other to terminate such infringement without litigation. If, within one hundred twenty (120) days after the date of notification of infringement, attempts to axxxx such infringement are unsuccessful, then URIGEN may bring such action at its own expense, in which event KALIUM shall cooperate with URIGEN as reasonably requested, at URIGEN’S expense. KALIUM may, on its own initiative, join in such suit. All recoveries, damages and awards in such suit, after reimbursement of any litigation expenses of KALIUM not previously reimbursed, shall belong to URIGEN. To the extent URIGEN’S recoveries exceed URIGEN’S expenses with respect to such infringement action; such excess recoveries shall be considered Net Sales under this Agreement, giving rise to the royalty obligations under Section 3.2. In the event that URIGEN elects not to institute or prosecute any suit to enjoin or recover damages from any infringer, then KALIUM alone may, in its sole discretion and at its expense, initiate and conduct an infringement action and keep any settlement or award which may be obtained. URIGEN and KALIUM agree that neither will settle any action commenced by it in a manner that is prejudicial to any Licensed Patent Rights without the other Party’s prior written approval.
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Defense Against Infringement. In the event Epitope or Salk becomes aware of any actual or threatened infringement of any Patent Rights, that party shall promptly notify the other and the parties shall discuss the most appropriate action to take. Both parties shall use their best efforts in cooperating with each other to terminate such infringement without litigation. If, within one hundred twenty (120) days after the date of notification of infringement, attempts to abate such infrinxxxxxt are unsuccessful, then Epitope and other optionees and/or licensees similarly situated may bring such action at their own expense, in which event Salk shall cooperate with Epitope as reasonably requested, at Epitope's expense. Salk may, on its own initiative, join in such suit. All recoveries, damages and awards in such suit, after reimbursement of any litigation expenses of Salk not previously reimbursed, shall belong to Epitope and any other optionees and/or licensees, but to the extent in excess of the litigation expenses of Epitope and any other such optionees and/or licensees shall be considered income subject to royalty payable to Salk hereunder. In the event that Epitope elects not to institute or prosecute any suit to enjoin or recover damages from any infringer, then Salk alone may, in its sole discretion and at its expense, initiate and conduct an infringement action and keep any settlement or award which may be obtained. Epitope and Salk agree that neither will settle any action commenced by it in a manner that is prejudicial to any Patent Rights without the other party's prior written approval.
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Defense Against Infringement. In the event XENOTECH or MULTICELL becomes aware of any actual or threatened infringement of any Patent Rights, Trade Secrets or other intellectual property rights licensed hereunder, that party shall promptly notify the other and the parties shall discuss the most appropriate action to take. If attempts to xxxxx such infringement are unsuccessful, then MULTICELL shall have the first right, but not the obligation, to bring an action at its own expense to enjoin and/or recover damages from the infringer, in which event XENOTECH shall cooperate with MULTICELL as reasonably requested, at MULTICELL'S expense. XENOTECH may, on its own initiative and cost, join in such suit. All recoveries, damages and awards in such suit, after reimbursement of any litigation expenses of XENOTECH not previously reimbursed, shall belong to MULTICELL. In the event that MULTICELL elects not to institute or prosecute any suit to enjoin or recover damages from any infringer, then XENOTECH alone may, in its sole discretion and at its expense, initiate and conduct an infringement action and keep any settlement or award which may be obtained. XENOTECH and MULTICELL agree that neither will settle any action commenced by it in a manner that is prejudicial to any Patent Rights, Trade Secrets or other intellectual property rights licensed hereunder without the other party's prior written approval, which shall not be unreasonably withheld, conditioned or delayed.
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Defense Against Infringement. If Multicell or Amarin becomes aware of any actual or threatened infringement of any Licensed Patent Rights, then that Party shall promptly notify the other and the Parties shall discuss the most appropriate action to take. Both Parties shall use their best efforts in cooperating with each other to terminate such infringement without litigation. If, within one hundred twenty (120) days after the date of notification of infringement, attempts to xxxxx such infringement are unsuccessful, then Multicell may bring such action at its own expense, in which event Amarin shall cooperate with Multicell as reasonably requested, at Multicell's expense. Amarin may, on its own initiative and expense, join in a suit regarding any Licensed Patent Rights. All recoveries, damages and awards in any infringement suit after reimbursement of any litigation expenses of Amarin not previously reimbursed from a suit regarding any Licensed Patent Rights shall belong to Multicell. To the extent Multicell's recoveries exceed Multicell's expenses including reasonable and directly related internal legal expenses with respect to an infringement suit regarding a patent right giving rise to royalty obligations under Section 3.3, then such excess recoveries shall be deemed Net Sales of Active Agent Products upon which royalties shall be paid to Amarin under this Agreement. If either Party elects not to institute or prosecute any suit to enjoin or recover damages from any infringer of any Licensed Patent Rights, then the other Party alone may, in its sole discretion and at its expense, initiate and conduct an infringement action and keep any settlement or award which may be obtained. Multicell and Amarin agree that neither will settle any action commenced by it in a manner that is prejudicial to any Licensed Patent Rights without the other Party's prior written approval; such approval shall not be unreasonably withheld, delayed or conditioned.
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Defense Against Infringement. (a) If Extab or Sopharma becomes aware of any actual or threatened Infringement of any Licensed IP or New IP, then that Party shall promptly notify the other and the Parties shall discuss the most appropriate action to take. Both Parties shall use their best efforts in cooperating with each other to terminate such Infringement without litigation.
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Related to Defense Against Infringement

  • Non-Infringement Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights by any third party. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the operation of the Business including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conducted, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Party Intellectual Property Rights, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rights, and does not constitute unfair competition or unfair trade practices under the applicable Law of any jurisdiction in which the Company conducts the Business or in which Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the Company has not been sued in any Proceeding or received written notice alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person or entity. Except in relation to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, the Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights or the operation of the Business, as previously, currently conducted, or as proposed to be conducted, infringes or misappropriates any Third Party Intellectual Property Rights.

  • Third Party Infringement If any patent in the MEGABIOS ------------- ------------------------- Patent Rights in the Field is infringed by a third party, the party to this Agreement first having knowledge of such infringement shall promptly notify the other in writing. The notice shall set forth the facts of that infringement in reasonable detail. MEGABIOS shall have the primary right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to such infringement of the MEGABIOS Patent Rights, by counsel of its own choice, and LILLY shall have the right, at its own expense, to be represented in that action by counsel of its own choice. IF MEGABIOS fails to bring an action or proceeding within a period of one hundred twenty (120) days after receiving written notice from LILLY or otherwise having knowledge of that infringement, LILLY shall have the right to bring and control any such action by counsel of its own choice, and MEGABIOS shall have the right to be represented in any such action by counsel of its own choice at its own expense. [ * ] Certain information on this page has been omitted and filed separately with the Commission. Confidential Treatment has been requested with respect to the omitted portions. If one party brings any such action or proceeding, the second party agrees to be joined as a party plaintiff and to give the first party reasonable assistance and authority to file and prosecute the suit. The costs and expenses (including reasonable attorney's fees) of all suits brought by MEGABIOS or LILLY under this Section shall be reimbursed on a pro-rata basis to both parties out of any damages or other monetary awards recovered therein in favor of MEGABIOS and/or LILLY. Any remaining damages shall split [ * ] to the party initiating and prosecuting the action to completion and [ * ] to the other party. No settlement or consent judgment or other voluntary final disposition of a suit under this Section may be entered into without the joint consent of MEGABIOS and LILLY (which consent shall not be withheld unreasonably). Notwithstanding anything to the contrary herein, this Section 11.4 shall not apply to the extent it is inconsistent with the License Agreement dated May 9, 1996 between MEGABIOS and UC.

  • Patent Infringement 3.1 Each party will notify the other promptly in writing when any infringement by another is uncovered or suspected.

  • Infringement and Litigation 11.1 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possesses.

  • No Third Party Infringement To the Knowledge of the Company, no person has or is infringing or misappropriating any material Company Owned Intellectual Property.

  • No Infringement To the best of the Company's Knowledge, the Company has not violated or infringed, and is not currently violating or infringing, and the Company has not received any communications alleging that the Company (or any of its employees or consultants) has violated or infringed or, by conducting its business as proposed, would violate or infringe, any Proprietary Asset of any other person or entity.

  • Defense of Infringement Claims In the event Licensee or Licensor becomes aware that Licensee’s or any of its Affiliates’ or any Sublicensees’ practice of the Licensed Patents is the subject of a claim for patent infringement by a Third Party, that Party shall promptly notify the other, and the Parties shall consider the claim and the most appropriate action to take. Licensee shall cause each of its Affiliates and each Sublicensee to notify Licensee promptly in the event such entity becomes aware that its practice of the Licensed Patents is the subject of a claim of patent infringement by another. To the extent Licensor takes any action, Licensor (or the ReGenX Licensors) shall have the right to require Licensee’s reasonable cooperation in any such suit, upon written notice to Licensee; and Licensee shall have the obligation to participate upon Licensor’s request, in which event, Licensor shall bear the cost of Licensee’s participation. Without Licensor’s prior written permission, Licensee must not settle or compromise any such suit in a manner that imposes any material obligations or restrictions on Licensor or the ReGenX Licensors or grants any rights to the Licensed Patents other than rights that Licensee has the right to grant under this Agreement.

  • Other Infringement The Parties shall mutually agree on a case-by-case basis (A) whether to bring (or defend) and control any action or proceeding with respect to Competitive Infringement of any Patent Right that is not a Relevant Patent Right, (B) which Party would bring (or defend) and control such action, and (C) how the expenses of, and any recovery from, any such action would be allocated.

  • Third Party Infringement Claims If the production, sale or use of the any Licensed Product in or outside the Territory results in a claim, suit or proceeding alleging patent infringement against Licensee or Licensor (or their respective Affiliates, licensees or Sublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Party subject to such Infringement Action shall have the right to direct and control the defense thereof, at its own expense with counsel of its choice; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the Party that is defending the Infringement Action (the “Defending Party”) agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action and the Parties shall reasonably cooperate in the defense of any such suit or Infringement Action. If Licensee is the Defending Party, Licensee agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product or the manufacture, use or sale of the Licensed Product within or outside the Territory, without the prior written consent of Licensor, which shall not be unreasonably withheld or delayed; and similarly if Licensor is the Defending Party, Licensor agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product, or the manufacturing, use or sale of the Licensed Product, in the Territory, without the prior written consent of Licensee, which shall not be unreasonably withheld or delayed.

  • Infringement Controlled Affiliate shall promptly notify Plan and Plan shall promptly notify BCBSA of any suspected acts of infringement, unfair competition or passing off that may occur in relation to the Licensed Marks and Name. Controlled Affiliate shall not be entitled to require Plan or BCBSA to take any actions or institute any proceedings to prevent infringement, unfair competition or passing off by third parties. Controlled Affiliate agrees to render to Plan and BCBSA, without charge, all reasonable assistance in connection with any matter pertaining to the protection of the Licensed Marks and Name by BCBSA.

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