Common use of Infringement Actions Clause in Contracts

Infringement Actions. DTI and MRE shall promptly notify each other of -------------------- any infringement of the Licensed Patent Rights and/or unauthorized use of any Licensed Compounds, Licensed Products, Co-Promoted Products or Licensed Processes which may come to their respective attention. MRE shall have the sole right to take whatever steps MRE, in its sole discretion, deems appropriate with respect to such infringement and/or unauthorized use including, but not limited to, granting a sublicense to the infringing party or instituting a suit and ultimately settling same. Should MRE determine to institute a suit, then it may do so in its own name and/or the name of DTI and it may seek any and all damages, whether they have accrued prior or subsequent to the Effective Date of this Agreement. In the event that MRE fails to take any such steps within ninety (90) days of the date on which it first became aware of the infringement and/or unauthorized use involved, and if the Licensed Patent Rights at issue cover a Licensed Product or Co-Promoted being actively developed or commercialized by MRE at the time, DTI shall then upon ninety (90) days written notice to MRE have the sole right to institute suit, in its own name and/or in MRE's name, with respect to the infringement and/or unauthorized use involved. With respect to any suit that may be brought or instituted as provided in this Section, it is understood and agreed that the party that brings or institutes such suit shall bear solely all costs and expenses associated therewith and shall be entitled to retain and keep (notwithstanding any other provisions of this Agreement to the contrary) any and all sums received, obtained, collected or recovered whether by judgment, settlement or otherwise, as a result of such suit; provided, however, that the costs, expenses and recoveries in any such suit relating to a Co-Promoted Product shall be shared equally by DTI and MRE. In addition, with respect to any suit for infringement of the Licensed Patent Rights or unauthorized use of the Licensed Compounds, Licensed Products, Co-Promoted Products or Licensed Processes, the party that did not institute suit shall render all reasonable assistance to the party that did institute suit at the suing party's expense, including, but not limited to, executing all documents as may be reasonably requested by the party that did institute suit.

Infringement Actions. DTI and MRE shall promptly notify each other of -------------------- any infringement of the Licensed Patent Rights and/or unauthorized use of any Licensed Compounds, Licensed Products, Co-Promoted Products or Licensed Processes which may come to their respective attention. MRE shall have the sole right to take whatever steps MRE, in its sole discretion, deems appropriate with respect to such infringement and/or unauthorized use including, but not limited to, granting a sublicense to the infringing party or instituting a suit and ultimately settling same. Should MRE determine to institute a suit, then it may do so in its own name and/or the name of DTI and it may seek any and all damages, whether they have accrued prior or subsequent to the Effective Date of this Agreement. In the event that MRE fails either JRSE or ABM Manufacturing learns of any infringement or imitation of the Technology or Proprietary Marks, or of any use by any person of a Patent similar to the Technology, they promptly shall notify the other party. JRSE thereupon shall take such action as it deems advisable for the protection of its rights in and to the Technology or Proprietary Marks and, if requested to do so by JRSE, ABM Manufacturing shall cooperate with JRSE in all reasonable respects, at JRSE's sole expense. In no event, however, shall JRSE be required to take any action if it deems it inadvisable to do so. If JRSE deems it inadvisable to take any action, ABM Manufacturing may then take such steps within ninety (90) days action at its own expense provided it first obtains the written approval of JRSE, which approval shall not be unreasonably withheld. JRSE recognizes that in regard to any counterfeiting of the date on which Technology, ABM Manufacturing may take immediate legal action, at its own expense, upon prior notification and approval by JRSE. Such approval shall be deemed to have been granted unless within four (4) business days after the receipt of such a request, JRSE notifies ABM Manufacturing in writing of its disapproval. JRSE shall cooperate with ABM Manufacturing in taking such legal action, at no cost to JRSE. Any award or recovery obtained by JRSE in an action commenced by JRSE shall be solely retained by JRSE. Any award or recovery obtained by ABM Manufacturing in a permitted action commenced by ABM Manufacturing may be solely retained by ABM Manufacturing. ABM Manufacturing shall not defend any action brought against it first became aware of the infringement and/or unauthorized use involved, and if the Licensed Patent Rights at issue cover a Licensed Product or Co-Promoted being actively developed or commercialized by MRE at the time, DTI shall then upon ninety (90) days written notice to MRE have the sole challenging its right to institute suit, in its own name and/or in MRE's name, with respect to use the infringement and/or unauthorized use involved. With respect to any suit that may be brought Technology or instituted as provided in this Section, it is understood and agreed that the party that brings or institutes such suit shall bear solely all costs and expenses associated therewith and shall be entitled to retain and keep (notwithstanding any other provisions of this Agreement to the contrary) any and all sums received, obtained, collected or recovered whether by judgment, settlement or otherwise, as a result of such suit; provided, however, that the costs, expenses and recoveries in any such suit relating to a Co-Promoted Product shall be shared equally by DTI and MRE. In addition, with respect to any suit for infringement of the Licensed Patent Rights or unauthorized use of the Licensed Compounds, Licensed Products, Co-Promoted Products or Licensed Processes, the party that did not institute suit shall render all reasonable assistance to the party that did institute suit at the suing party's expense, including, but not limited to, executing all documents as may be reasonably requested by the party that did institute suit.Proprietary Marks unless it

Infringement Actions. DTI and MRE shall promptly notify each other of -------------------- any infringement of the Licensed Patent Rights and/or unauthorized use of any Licensed Compounds, Licensed Products, Co-Promoted Products or Licensed Processes which may come to their respective attention. MRE shall have the sole right to take whatever steps MRE, in its sole discretion, deems appropriate with respect to such infringement and/or unauthorized use including, but not limited to, granting a sublicense to the infringing party or instituting a suit and ultimately settling same. Should MRE determine to institute a suit, then it may do so in its own name and/or the name of DTI and it may seek any and all damages, whether they have accrued prior or subsequent to the Effective Date of this Agreement. In the event that MRE fails either JRSE or ABMC learns of any infringement or imitation of the Technology or Proprietary Marks or of any use by any person of a Patent similar to the Technology, they promptly shall notify the other party. JRSE thereupon shall take such action as it deems advisable for the protection of its rights in and to the Technology and the Proprietary Marks and, if requested to do so by JRSE, ABMC shall cooperate with JRSE in all reasonable respects, at JRSE's sole expense. In no event, however, shall JRSE be required to take any action if it deems it inadvisable to do so. If JRSE deems it inadvisable to take any action, ABMC may then take such steps within ninety (90) days action at its own expense provided it first obtains the written approval of JRSE, which approval shall not be unreasonably withheld. JRSE recognizes that in regard to any counterfeiting of the date on which Technology, ABMC may take immediate legal action, at its own expense, upon prior notification and approval by JRSE. Such approval shall be deemed to have been granted unless within four (4) business days after the receipt of such a request, JRSE notifies ABMC in writing of its disapproval. JRSE shall cooperate with ABMC in taking such legal action, at no cost to JRSE. Any award or recovery obtained by JRSE in an action commenced by JRSE shall be solely retained by JRSE. Any award or recovery obtained by ABMC in a permitted action commenced by ABMC may be solely retained by ABMC. ABMC shall not defend any action brought against it first became aware of the infringement and/or unauthorized use involved, and if the Licensed Patent Rights at issue cover a Licensed Product or Co-Promoted being actively developed or commercialized by MRE at the time, DTI shall then upon ninety (90) days written notice to MRE have the sole challenging its right to institute suit, in its own name and/or in MRE's name, with respect use the Technology or the Proprietary Marks unless it shall first make written demand upon JRSE to the infringement and/or unauthorized use involved. With respect do so and JRSE fails to any suit that may be brought or instituted as provided in this Section, it is understood and agreed that the party that brings or institutes defend such suit shall bear solely all costs and expenses associated therewith and shall be entitled to retain and keep (notwithstanding any other provisions action on behalf of this Agreement to the contrary) any and all sums received, obtained, collected or recovered whether by judgment, settlement or otherwise, as a result of such suit; provided, however, that the costs, expenses and recoveries in any such suit relating to a Co-Promoted Product shall be shared equally by DTI and MRE. In addition, with respect to any suit for infringement of the Licensed Patent Rights or unauthorized use of the Licensed Compounds, Licensed Products, Co-Promoted Products or Licensed Processes, the party that did not institute suit shall render all reasonable assistance to the party that did institute suit at the suing party's expense, including, but not limited to, executing all documents as may be reasonably requested by the party that did institute suitABMC.

Infringement Actions. DTI and MRE shall promptly notify each other of -------------------- any infringement of the Licensed Patent Rights and/or unauthorized use of any Licensed Compounds, Licensed Products, Co-Promoted Products or Licensed Processes which may come to their respective attention. MRE shall have the sole right to take whatever steps MRE, in its sole discretion, deems appropriate with respect to such infringement and/or unauthorized use including, but not limited to, granting a sublicense to the infringing party or instituting a suit and ultimately settling same. Should MRE determine to institute a suit, then it may do so in its own name and/or the name of DTI and it may seek any and all damages, whether they have accrued prior or subsequent to the Effective Date of this Agreement. In the event that MRE fails to take any such steps within ninety (90) days of the date on which it first became aware of the infringement and/or unauthorized use involved, and if the Licensed Patent Rights at issue cover a Licensed Product or Co-Promoted being actively developed or commercialized by MRE at the time, DTI shall then upon ninety (90) days written notice to MRE have the sole right to institute suit, in its own name and/or in MRE's name, with respect to the infringement and/or unauthorized use involved. With respect to any suit that may be brought or instituted as provided in this Section, it is understood and agreed that the party that brings or institutes such suit shall bear solely all costs and expenses associated therewith and shall be entitled to retain and keep (notwithstanding any other provisions of this Agreement to the contrary) any and all sums received, obtained, collected or recovered whether by judgment, settlement or otherwise, as a result of such suit; provided, however, that the costs, expenses and recoveries in any such suit relating to a Co-Promoted Product shall be shared equally by DTI and MRE. In addition, with respect to any suit for infringement of the Licensed Patent Rights or unauthorized use of the Licensed Compounds, Licensed Products, Co-Promoted Products or Licensed Processes, the party that did not institute suit shall render all reasonable assistance to the party that did institute suit at the suing party's expense, including, but not limited to, executing all documents as may be reasonably requested by the party that did institute suit.

Infringement Actions. DTI and MRE shall promptly notify each other of -------------------- any infringement of the Licensed Patent Rights and/or unauthorized use of any Licensed Compounds, Licensed Products, Co-Promoted Products or Licensed Processes which may come to their respective attention. MRE shall have the sole right to take whatever steps MRE, in its sole discretion, deems appropriate with respect to such infringement and/or unauthorized use including, but not limited to, granting a sublicense to the infringing party or instituting a suit and ultimately settling same. Should MRE determine to institute a suit, then it may do so in its own name and/or the name of DTI and it may seek any and all damages, whether they have accrued prior or subsequent to the Effective Date of this Agreement. In the event that MRE fails either Licensor or Licensee learns of any infringement or imitation of the Licensed Property or of any use by any person of a Patent similar to the Licensed Property, they promptly shall notify the other party. Licensor thereupon shall take such action as it deems advisable for the protection of its rights in and to the Licensed Property and, if requested to do so by Licensor, Licensee shall cooperate with Licensor in all reasonable respects, at Licensor's sole expense. In no event, however, shall Licensor be required to take any action if it deems it inadvisable to do so. If Licensor deems it inadvisable to take any action, Licensee may then take such steps within ninety (90) days of the date on which action at its own expense provided it first became aware obtains the written approval of the infringement and/or unauthorized use involved, and if the Licensed Patent Rights at issue cover a Licensed Product or Co-Promoted being actively developed or commercialized by MRE at the time, DTI Licensor which shall then upon ninety (90) days written notice to MRE have the sole right to institute suit, not be unreasonably withheld. Licensor recognizes that in its own name and/or in MRE's name, with respect to the infringement and/or unauthorized use involved. With respect regard to any suit that may be brought or instituted as provided in this Section, it is understood and agreed that the party that brings or institutes such suit shall bear solely all costs and expenses associated therewith and shall be entitled to retain and keep (notwithstanding any other provisions of this Agreement to the contrary) any and all sums received, obtained, collected or recovered whether by judgment, settlement or otherwise, as a result of such suit; provided, however, that the costs, expenses and recoveries in any such suit relating to a Co-Promoted Product shall be shared equally by DTI and MRE. In addition, with respect to any suit for infringement counterfeiting of the Licensed Patent Rights Property, Licensee may take immediate legal action, at its own expense, upon prior notification and approval by Licensor. Such approval shall be deemed to have been granted unless within four (4) business days after the receipt of such a request Licensor notifies Licensee in writing of its disapproval, Licensor shall cooperate with Licensee in taking such legal action, at no cost to Licensor. Any award or unauthorized recovery obtained by Licensor commenced by Licensor shall be solely retained by Licensor. Any award or recovery obtained by Licensee in a permitted action commenced by Licensee may be solely retained by Licensee. Licensee shall not defend any action brought against it challenging its right to use of the Licensed Compounds, Licensed Products, Co-Promoted Products or Licensed Processes, the party that did not institute suit Property unless it shall render all reasonable assistance first make written demand upon Licensor to the party that did institute suit at the suing party's expense, including, but not limited to, executing all documents as may be reasonably requested by the party that did institute suitdo so and Licensor fails to defend such action on behalf of Licensee.

Infringement Actions. DTI If Licensor receives Licensee’s infringement notice under Section 8.2 of this Agreement or becomes aware of an infringement by any other means and MRE shall promptly notify each other of -------------------- any infringement of within a reasonable time thereafter Licensor is unsuccessful in eliminating the Licensed Patent Rights and/or unauthorized use of any Licensed Compoundsinfringement, Licensed Products, Co-Promoted Products or Licensed Processes which may come to their respective attention. MRE Licensor shall have the sole first right to take whatever steps MREbring, at its own expense, an infringement action against any Third Party within a reasonable time no longer than six months from the date of Licensee’s notice of an infringement under Section 8.2 of this Agreement or from the date Licensor otherwise discovers the possible infringement, and to use Licensee’s name in connection therewith. If Licensee reasonably and in good faith determines that an infringement exists and Licensor waives its sole discretion, deems appropriate with respect right to bring such an infringement action in writing to Licensee or has not eliminated such infringement or-initiated an infringement suit within the later of six months from the date Licensor discovers the possible infringement or thirty days after Licensor receives notice from Licensee that Licensee intends to bring an infringement action relating to such infringement and/or unauthorized use includingan infringement, but not limited to, granting a sublicense to the infringing party or instituting a suit and ultimately settling same. Should MRE determine to institute a suit, then it may do so in its own name and/or the name of DTI and it may seek any and all damages, whether they have accrued prior or subsequent to the Effective Date of this Agreement. In the event that MRE fails to take any such steps within ninety (90) days of the date on which it first became aware of the infringement and/or unauthorized use involved, and if the Licensed Patent Rights at issue cover a Licensed Product or Co-Promoted being actively developed or commercialized by MRE at the time, DTI shall then upon ninety (90) days written notice to MRE have the sole right to institute suit, in its own name and/or in MRE's name, with respect to the infringement and/or unauthorized use involved. With respect to any suit that may be brought or instituted as provided in this Section, it is understood and agreed that the party that brings or institutes such suit shall bear solely all costs and expenses associated therewith and Licensee shall be entitled to retain bring such infringement action at its own expense and keep (notwithstanding any other provisions of this Agreement to cease paying royalties on the contrary) any and all sums received, obtained, collected or recovered whether by judgment, settlement or otherwise, as a result of such suitMxxx Jxxxxxx Product in the affected markets; provided, however, that if the costsinfringement is effectively eliminated or if the infringement is found not to have existed, expenses Licensor shall be entitled to all royalty payments it would have otherwise been entitled to, less reasonable costs incurred by Licensee in eliminating or establishing that infringement does not exist. The party conducting such action shall have full control over its conduct, including settlement thereof. Regardless of which party brings the suit, Licensor and recoveries Licensee shall assist one another and cooperate in any such suit relating to a Co-Promoted Product shall be shared equally by DTI and MRE. In addition, with respect to any suit for infringement of the Licensed Patent Rights or unauthorized use of the Licensed Compounds, Licensed Products, Co-Promoted Products or Licensed Processes, the party that did not institute suit shall render all reasonable assistance to the party that did institute suit litigation at the suing party's other’s request and expense, including, but not limited to, executing all documents as may be reasonably requested by the party that did institute suit.

Infringement Actions. DTI HPI shall be entitled to prosecute and MRE shall promptly notify each other of -------------------- enforce (or refrain from prosecuting and enforcing) any infringement of the Licensed Patent Rights and/or unauthorized use and all infringements of any Licensed CompoundsTPIMS Improvements and any Assigned TPIMS Technology and the Kielx Xxxhnology to which HPI obtains rights hereunder and to defend all charges of infringement arising as a result of said Licensed TPIMS Improvements and any Assigned TPIMS Technology and the Kielx Xxxhnology, and to enter all settlements, judgments or other arrangements respecting the same all at its own expense, but all such settlements, judgments and other arrangements relating to Licensed ProductsTPIMS Improvements must be approved by TPIMS, Co-Promoted Products such approval not to be unreasonably withheld. TPIMS shall permit any action to be brought in its name if required by law. TPIMS shall be entitled to retain its own attorneys at HPI's expense in connection with an action relating to Licensed TPIMS Improvements and HPI shall hold TPIMS harmless from any costs, expense, or Licensed Processes which may come liability respecting infringements or charges of infringement by HPI, its Affiliates and sublicensees. TPIMS shall be entitled to their respective attention. MRE shall have the sole right to take whatever steps MREretain its own attorneys, at TPIMS' expense, in its sole discretionconnection with an action relating to Assigned TPIMS Technology and the Kielx Xxxhnology. Upon request of HPI, deems appropriate TPIMS agrees to provide reasonable assistance of a technical nature that HPI may require in any litigation arising in accordance with respect the provisions of this section. HPI agrees to reimburse TPIMS for all reasonable out-of-pocket expenses incurred by TPIMS as a result of providing such infringement and/or unauthorized use assistance requested by HPI. Any damages recovered shall be applied pari passu to out-of-pocket expenses (including, but not limited to, granting a sublicense to the infringing party or instituting a suit and ultimately settling same. Should MRE determine to institute a suit, then it may do so in its own name and/or the name of DTI and it may seek any and all damages, whether they have accrued prior or subsequent to the Effective Date of this Agreement. In the event that MRE fails to take any such steps within ninety (90) days of the date on which it first became aware of the infringement and/or unauthorized use involved, and if the Licensed Patent Rights at issue cover a Licensed Product or Co-Promoted being actively developed or commercialized by MRE at the time, DTI shall then upon ninety (90) days written notice to MRE have the sole right to institute suit, in its own name and/or in MRE's name, with respect to the infringement and/or unauthorized use involved. With respect to any suit that may be brought or instituted as provided attorneys fees) incurred by HPI and TPIMS in this Section, it is understood prosecuting such infringement and agreed that the party that brings or institutes such suit shall bear solely all costs and expenses associated therewith and thereafter HPI shall be entitled to retain and keep (notwithstanding any other provisions of this Agreement remaining damages, provided that such remaining damages shall be deemed to be included in Net Revenue. In the contrary) any and all sums received, obtained, collected or recovered whether by judgment, settlement or otherwise, as a result of such suit; provided, however, that the costs, expenses and recoveries in event HPI fails to prosecute any such suit relating infringement, HPI shall notify TPIMS promptly in writing and thereafter TPIMS shall have the right to a Coprosecute such infringement on its own behalf. Any damages or other recovery obtained by TPIMS shall 20. first be applied pari passu to out-Promoted Product shall be shared equally by DTI and MRE. In addition, with respect to any suit for infringement of the Licensed Patent Rights or unauthorized use of the Licensed Compounds, Licensed Products, Coof-Promoted Products or Licensed Processes, the party that did not institute suit shall render all reasonable assistance to the party that did institute suit at the suing party's expense, pocket expenses (including, but not limited to, executing all documents as may to any attorneys fees) incurred by HPI and TPIMS in prosecuting such infringement. Any remaining recovery shall be reasonably requested retained solely by the party that did institute suitTPIMS.