Rights and Procedures. If Isis or OncoGenex determines that any Patent licensed hereunder is being infringed by a Third Party’s activities and that such infringement could affect the exercise by the Parties of their respective rights and obligations under this Agreement, it will promptly notify the other Party in writing and provide such other Party with any evidence of such infringement that is reasonably available.
Rights and Procedures. In the event that either Party reasonably believes that a Third Party may be infringing any of the Licensor Patents, the Licensee Patents, the Joint Patents or the Product Trademarks, such Party shall promptly notify the other Party in writing, identifying the alleged infringer and the alleged infringement complained of and furnishing the information upon which such determination is based. With respect to such suspected infringement of the Licensor Patents, the Licensee Patents, the Joint Patents or the Product Trademarks that is likely or could reasonably be expected to have a material adverse effect on the sale of the Licensed Products in the Licensee Territory, Licensee shall have the first right, but not the obligation, through counsel of its choosing, to take any measures it deems appropriate to stop such infringing activities by such Third Party in any part of the Licensee Territory. In respect of such infringement and to the extent not in conflict with the terms of this Agreement, Licensee shall have the right to grant the infringing Third Party adequate rights and licenses necessary for continuing such activities in any part of the Licensee Territory to the extent Licensee has the right to grant such rights under Section 2.3; such Third Party shall then be deemed a Sublicensee hereunder. In the event Licensee fails within ninety (90) days following notice of such infringement, as provided in the first sentence of this Section 8.3.1, or earlier notifies Licensor in writing of its intent not to take, or thereafter ceases to take, Commercially Reasonable steps to stop any such infringement of any Licensor Patent, Licensee Patent, Joint Patent or Product Trademark in the Licensee Territory and Licensee has not granted the infringing Third Party rights and licenses to continue its otherwise infringing activities as permitted above, then Licensor shall have the right, but not the obligation, to do so. Upon reasonable request by the enforcing Party, the other Party shall give the enforcing Party all reasonable information and assistance, including allowing the enforcing Party access to the other Party’s files and documents and to the other Party’s personnel who may have possession of relevant information and, if necessary for the enforcing Party to prosecute any legal action, joining in the legal action as a party at its own expense. Licensor retains the sole right to enforce the Licensor Patents in respect of any infringement not covered by this Section ...
Rights and Procedures. If Medarex or Celldex determines that any of the HuMAb Technology, the Medarex Patents or the Antibody Targeting Patents are being infringed by a Third Party’s activities and that such infringement could affect the exercise by the Parties of their respective rights and obligations under this Agreement, it shall promptly notify the other Party in writing and provide such other Party with any evidence of such infringement that is reasonably available. Promptly after the receipt of such written notice, the Parties shall meet and discuss in good faith the removal of such infringement. Medarex shall have the sole right, but not the obligation, to pursue such Third Party with respect to infringement of the HuMAb Technology and the Medarex Patents. Celldex shall have the sole right, but not the obligation, to pursue such Third Party with respect to the Antibody Targeting Patents. In either case, the pursuing Party shall consider in good faith any comments from the other Party and shall keep the other Party reasonably informed of any steps taken to remove such infringement.
Rights and Procedures. If either Party determines that any HPA Patent is being infringed by a Third Party’s activities and that such infringement could affect the exercise by Emergent of its rights and obligations under this Agreement, it shall notify the other Party in writing and provide it with any evidence of such infringement that is reasonably available. Emergent shall have the first right, but not the obligation, to attempt to remove such infringement by commercially appropriate steps, including filing an infringement suit or taking other similar action, at its own expense. If required by law in order for Emergent to prosecute such suit, HPA shall join such suit as a Party, at Emergent’s expense. HPA shall use its best efforts to obtain any consents required by Third Parties owning Licensed HPA Patents in order to authorize Emergent to take legal action to remove such infringement. In the event Emergent fails within one hundred and twenty (120) days following notice of such infringement, or earlier notifies HPA in writing of its intent not to take commercially appropriate steps to remove any infringement of any such HPA Patent, HPA may do so at its own expense; provided, however, that if HPA fails to bring such suit or otherwise terminate such infringement within one hundred and twenty (120) days of its first having the right to do so, Emergent shall be permanently relieved of its royalty obligations under this Agreement until the earlier of (a) the date such suit is commenced, provided that Emergent shall be relieved of such obligations during any period that HPA is not diligently prosecuting such suit, and (b) the date that such infringement is otherwise terminated. The Party not enforcing the applicable HPA Patent shall provide reasonable assistance to the other Party, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow the enforcing Party to maintain the action.
Rights and Procedures. SECTION 1 The making and formation of health services policy and educational policy of the Town of South Xxxxxx is the final responsibility of the Committee. The exercise by the Committee or through its agent, the Superintendent, of any of the following rights shall not alter any of the specific provisions of this Agreement; nor shall they be used to discriminate against any member of the bargaining unit. The parties agree that the operation of the School Department of South Xxxxxx, the supervision of the employees and of their work are the rights of the Committee and its administration. Accordingly, subject to the provisions of this Agreement and MGL c. 150E, the making of reasonable rules to ensure orderly and effective work, to determine the quantity and types of equipment to be used; to introduce new methods and facilities; the making of work schedules, the determination of what and where duties will be performed; and of employee competency; the hiring, transfer, promotion, demotion, layoff, recall, discipline or discharge of employees for just cause without discrimination, are rights of the Superintendent. The foregoing enumeration of the rights of the Committee and Superintendent shall not be deemed to exclude other rights not specifically set forth, the Committee therefore retaining all rights not otherwise specifically restricted by this Agreement.
Rights and Procedures. 15.1.1 In the event that either Party reasonably believes that a Third Party may be infringing any of the Licensed Patents such Party shall promptly notify the other Party in writing, identifying the alleged infringer and the alleged infringement complained of and furnishing the information upon which such determination is based. […***…] shall have the […***…], through counsel of its choosing and at […***…], to take any measures it deems appropriate to stop such infringing activities by such Third Party in any part of the Territory. Upon reasonable request by […***…], […***…] shall give […***…] all reasonable information and assistance, including allowing […***…] access to […***…] files and documents and to […***…] personnel who may have possession of relevant information at […***…]. If necessary for […***…] to prosecute any legal action, […***…] may request […***…] to join in the legal action provided that […***…] shall hold […***…] harmless from and against any and all costs and expenses of such litigation. If […***…] upon […***…] request so joins such legal action, […***…] may be represented by counsel of its own choosing, but […***…] shall not be subject to […***…] obligation to indemnify hereunder.
Rights and Procedures. If Medarex or Northwest determines that any Technology or Product Trademark is being infringed by a Third Party's activities and that such infringement could affect the exercise by the Parties of their respective rights and obligations under this Agreement, it shall promptly notify the other Party in writing and provide such other Party with any evidence of such infringement that is reasonably available. Promptly after the receipt of such written notice, the Parties shall meet and discuss in good faith the removal of such infringement. The pursuing Party shall consider in good faith any comments from the other Party and shall keep the other Party reasonably informed of any steps taken to remove such infringement.
Rights and Procedures. If Ionis or Praxis determines that any Patent licensed hereunder is being infringed by a Third Party’s activities and that such infringement could affect the exercise by the Parties of their respective rights and obligations or reduce the benefits anticipated by the Parties under this Agreement, it will promptly notify the other Party in writing. Except for the Ionis Product-Specific Patents, which are discussed below, the Party Controlling the Patent(s) that are allegedly being infringed will have the sole right, but not the obligation, to remove such infringement.
Rights and Procedures. The indemnity rights and obligations shall be in addition to any rights that any Indemnified Persons person or entity entitled to indemnification hereunder (each an "Indemnified Person") may have at common law or otherwise, including not limited to any right of contribution. If any litigation or proceeding is brought against any Indemnified Person in respect of which indemnity may be sought against a party pursuant hereto (the "Indemnifying Party"), such Indemnified Person shall promptly notify the Indemnifying Party in writing of the commencement of such litigation or proceeding, but the omission to so notify the Indemnifying Party shall not relieve the Indemnifying Party its obligation or liability which the Indemnifying Party may have to any Indemnified Person under this agreement. If any action, proceeding, or investigation is commenced as to which an Indemnified Person demands indemnification, the Indemnified Person shall have the right to retain counsel of its own choice to represent it, the Indemnifying Party shall pay the reasonable fees and expenses of such counsel, and such counsel shall to the extent consistent with its professional responsibilities cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party; provided that the Indemnifying Party shall not be responsible for the fees and expenses of more than one counsel. In case any such litigation or proceeding shall be brought against any Indemnified Person, the Indemnifying Party shall be entitled to participate in such litigation or proceeding with counsel of the Indemnifying Party's choice at the Indemnifying Party's expense.
Rights and Procedures. In the event of a PIV Certification by a Third Party, as between the Parties, [* * *] shall have the first right, but not the obligation, through counsel of its choosing, to bring and control any action with respect to infringement of the Licensed Patents or Joint Patents by such Third Party in the Territory at its own expense, including the right to control any defense or counterclaim relating to the validity or enforceability of the asserted Patents. If [* * *] fails to notify [* * *] within thirty (30) days of the PIV Certification that it will prosecute such infringement, or fails to bring such an action with respect to such infringement within ten (10) days before the time limit, if any, set forth in the Applicable Law and regulations for the filing of such actions, whichever comes first, then [* * *] shall have the right, but not the obligation, through counsel of its choosing, to bring and control any such action at its own expense. Within twenty (20) days of any PIV Certification, [* * *] will provide written notice to [* * *] if it does not intend to bring an infringement action at its own expense should [* * *] decide not to bring such an infringement action, which notice, if delivered by [* * *], shall be binding on [* * *].
