Infringement by Others Clause Samples
Infringement by Others. PROTECTION OF PATENTS
13.1 RIGEL shall promptly inform STANFORD of any suspected infringement of any Licensed Patents by a third party. During the Exclusivity Term, STANFORD and RIGEL each shall have the right to institute an action for infringement of the Licensed Patents against such third party in accordance with the following:
(a) if STANFORD and RIGEL agree to institute suit jointly, the suit shall be brought in both their names, the out-of-pocket costs thereof shall be borne equally, and any recovery or settlement shall be shared equally. RIGEL and STANFORD shall agree to the manner in which they shall exercise control over such action. STANFORD may, if it so desires, also be represented by separate counsel of its own selection, the fees for which counsel shall be paid by STANFORD;
(b) in the absence of agreement to institute a suit jointly, STANFORD may institute suit, and, at its option, join RIGEL as a plaintiff. If STANFORD decides to institute suit, then it shall notify RIGEL in writing. STANFORD shall bear the entire cost of such litigation and shall be entitled to retain the entire amount of any recovery or settlement; and
(c) in the absence of agreement to institute a suit jointly and if STANFORD notifies RIGEL that it has decided not to join in or institute a suit, as provided in (a) or (b) above, RIGEL may institute suit and, at its option, join STANFORD as a plaintiff. RIGEL shall bear the entire cost of such litigation. Any recovery in excess of litigation costs will be shared with STANFORD as follows:
(i) Any payment for past sales will be deemed to be Net Sales and RIGEL will pay STANFORD royalties thereon at the rates specified in Paragraph 6.4; and
(ii) any payment which covers future sales will be deemed a sublicense and royalties will be shared as specified in Paragraph 6.3 and Article 15. LICENSEE and STANFORD agree to negotiate in good faith an appropriate compensation to STANFORD for any non-cash amounts or awards received in any settlement or cross- license resulting from a suit brought by RIGEL pursuant to this Section 13.1(c). STANFORD will not share in the portion of the recovery, if any, that is payment for "willful infringement."
13.2 Should either STANFORD or RIGEL commence a suit under the provisions of Section 13.1 and thereafter elect to abandon the same, it shall give timely notice to the other party who may, if it so desires, continue prosecution of such suit; PROVIDED, HOWEVER, that the sharing of expenses and any re...
Infringement by Others. Protection of Patents - Purchaser shall promptly inform B▇▇▇▇▇ of any suspected infringement of any Patent by a third party. Sublicense - Purchaser may grant royalty free sublicenses. Assignment - Purchaser may assign this Agreement to any majority owned Affiliate or to Newco, as defined in the Asset Purchase Agreement. Upon assigning this Agreement to Newco, B▇▇▇▇▇▇▇ shall have no further obligations arising from this Agreement. Successors and Assigns - Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective representatives, successors and assigns. Neither party may assign any of its rights or delegate any of its duties hereunder without the prior written consent of the other party. Dispute Resolution - Disputes or claims under this Agreement shall be limited to money damages. The parties hereto agree to resolve any dispute or disagreements, excluding any dispute relating to patent validity or infringement, which may arise during the course of this Agreement as follows: ● First, B▇▇▇▇▇ and Purchaser’s senior management will meet to attempt in good faith to resolve such dispute or disagreement; ● If no resolution is reached, either party may request a one-day meeting with a mediator; ● If no resolution is reached by mediation, such dispute or disagreement will be submitted for binding arbitration pursuant to the rules of the American Arbitration Association in accordance with its Commercial Arbitration Rules. Such dispute will be resolved by arbitration before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notices - Notices will be given by (a) certified mail (b) fax, (c) courier service, or (d) electronic mail (e-mail). Certified mail or courier service notice is effective on the earlier of 5 days from being deposited for delivery or the date on the mail or courier receipt. Fax and e-mail notice are effective when the sender receives confirmation that the fax was sent or the e-mail received. A party will send notice to the following mail or e-mail address or another address about which the party gives thirty (30) days prior written notice: TO B▇▇▇▇ ▇▇▇▇▇▇: B▇▇▇▇ ▇▇▇▇▇▇ TO Purchaser: A▇▇▇ ▇▇▇▇▇▇▇▇ Scope of Agreement - This Agreement shall be interpreted in concert with the Asset Purchase Agreement as previously referenced in this Agreement. In the event of any conflict between the t...
Infringement by Others. Prosecution Under the Direction of the Joint Steering Committee. Metasyn and MKG shall each promptly notify the other in writing of any alleged or threatened infringement of patents or patent applications included in the Metasyn Patent Rights licensed hereunder to MKG of which they become aware, and the Joint Steering Committee shall consider the action to be taken. In the event that the Joint Steering Committee elects to prosecute the said infringement, it will determine which Party shall do so using counsel approved by the Joint Steering Committee, and no settlement, consent judgment or other voluntary final disposition of the suit may be entered into by either of the Parties without the consent of the Joint Steering Committee. The costs of such prosecution will be considered Development Costs if incurred during the Development Phase of any Licensed Product and Costs of Goods Sold if incurred thereafter. Any recoveries or damages derived from such action will be treated as Net Sales.
Infringement by Others. PROTECTION OF PATENTS
Infringement by Others. Licensee shall notify PROVIDER in the event that Licensee becomes aware of any unauthorized infringement of any Patents of the PROVIDER. The PROVIDER shall have the option, but not the obligation, to seek redress for such infringement at its own expense and shall be entitled to any recovery therefor. In any action for such infringement, Licensee shall reasonably cooperate with PROVIDER at PROVIDER's reasonable expense. Licensee shall have no right, authority or standing to bring any action against any third party relating to the third party's infringement of the Licensed Software.
Infringement by Others. As of the Effective Date and to the Knowledge of Eisai, Eisai has no reason to believe that any Person has infringed, violated or misappropriated any of the Eisai Intellectual Property in the Field or the CNS Field in the Territory.
Infringement by Others. Licensee agrees to inform Teletrac promptly of any possible infringement of, or unfair competition affecting, the Radio Location System in the Territory, including the RLS Licensed Software and RLS Licensed Technical Information, that comes to the attention of Licensee. If Teletrac decides to take action against any such possible infringement or act of unfair competition, Licensee agrees to assist Teletrac, in whatever manner Teletrac may direct, and, provided that neither Licensee nor one or more of its affiliates is, in whole or part, responsible, directly or indirectly, for such infringement, at the expense of Teletrac.
Infringement by Others. Except as set forth on Section 2.8(l) of the Disclosure Schedule (i) to the Knowledge of the Company, no Person is infringing, misappropriating, using or disclosing without authorization, or otherwise violating any Owned Company Intellectual Property and (ii) neither the Company nor any of its Subsidiaries has made any claims with respect to infringement of any Owned Company Intellectual Property against any person, nor has the Company issued any written communication inviting any Person to take a license, authorization, covenant not to ▇▇▇ or the like with respect to any Owned Company Intellectual Property (other than in connection with licenses granted by the Company or any of its Subsidiaries in the ordinary course of business and not related to any infringement or other violation by the licensee or potential licensee).
Infringement by Others. 7.1 In the event that any party to this Agreement learns of a third party who is infringing any Licensed Patents within the Field (a “Relevant Infringement Claim”), such party will notify the other parties immediately. Licensee will have the first right to pursue all Relevant Infringement Claims, at its expense, unless Licensor elects to pursue it in the case of a claim that does not relate primarily to the Field. Nothing in this section will obligate Licensee to take any action, and any action taken by Licensee will be at Licensee’s sole discretion. If Licensee does not take action to pursue such claim within one hundred twenty (l20) days after receiving notice of such claim (or, if earlier, upon the expiration of the applicable statute of limitations), then Licensor will have the option to pursue such Relevant Infringement Claim.
7.2 A party not pursuing litigation under this Section 7 (the “Non-Litigating Party”) agrees to provide required assistance, at the reasonable expense of the litigating party (the “Litigating Party”), should the Litigating Party properly pursue an enforcement action under this Section 7.
7.3 If a Litigating Party properly prosecutes a Relevant Infringement Claim in accordance with this Section 7, the Litigating Party agrees to share with the Non-Litigating Party the remainder of any proceeds from the action, after the Litigating Party’s expenses, attorneys· and expert witness’ fees, and other costs have been deducted. in a ratio to be mutually agreed upon by the parties taking into account the relative damages suffered by the parties from the infringement; provided, however, that the Non-Litigating Party’s portion of the remainder will not exceed thirty percent (30%) of such remainder.
Infringement by Others. 9.1 In the event during the Term there is any apparent infringement, by third parties of the Licensed IP, the Parties agree that Beamz shall have the sole right to proceed against such infringers at Beamz's sole discretion. All recoveries had or obtained in such suit shall belong to Beamz. Each Party shall promptly provide the other Party notice of any potential infringement. The rights granted herein in no way imply or grant a license or other rights to any of the Beamz patents, patentable inventions, software or technology or intellectual property. Licensee and its Affiliates acknowledge and agree not to bring any action seeking to invalidate or render unenforceable any of Beamz's patents.