Enforcement in the Territory Clause Samples

Enforcement in the Territory. Ruthigen shall have the first right, but not the obligation, to defend and enforce Oculus Patents and Joint Patents against Third Parties in the Territory and to institute, prosecute and control any action or proceeding with respect to infringement of any Oculus Patents or Joint Patents covering the use of the Development, Manufacture or Commercialization of the Product being developed or marketed in the Territory, by counsel reasonably acceptable to Oculus. Oculus shall have the right, at its own expense, to be represented in any action by counsel of its own choice. If Ruthigen fails to bring an action or proceeding or otherwise take appropriate action to ▇▇▇▇▇ such infringement within a period of ninety (90) days of receipt of notice from Oculus requesting action, Oculus will have the right, at its own expense, to bring and control any such action or proceeding relating to Oculus Patents by counsel of its own choice, and Ruthigen will have the right to be represented in any such action by counsel of its own choice and at its own expense. If one Party brings any such action or proceeding, the other Party agrees to be joined as a party plaintiff if necessary to prosecute the action or proceeding and to give the first Party commercially reasonable assistance and authority to file and prosecute the suit. Compensatory damages awarded to Ruthigen shall be treated as Net Sales in the Territory and calendar month received, and all other damages awarded to a Party shall be retained by the Party bringing the action.

Enforcement in the Territory. Alliance shall be obligated, at its own expense, to defend Alliance Patents and Joint Patents in the Territory. Schering shall have the right, but not the obligation, to institute, prosecute and control at its own expense any action or proceeding with respect to infringement of any Alliance Patents, or Joint Patents covering the manufacture, use, importation, sale or offer for sale of the Product being developed or marketed in the Territory, by counsel of its own choice. Alliance shall have the right, at its own expense, to be represented in any action by counsel of its own choice. If Schering fails to bring an action or proceeding or otherwise take appropriate action to ▇▇▇▇▇ such infringement within a period of one hundred eighty (180) days of notice by Alliance to Schering requesting action, Alliance will have the right to bring and control any such action or proceeding relating to Alliance Patents by counsel of its own choice and Schering will have the right to be represented in any such action by counsel of its own choice and at its own expense. If one Party brings any such action or proceeding, the other Party agrees to be joined as a party plaintiff if necessary to prosecute the action or proceeding and to give the first Party reasonable assistance and authority to file and prosecute the suit. Any damages or other monetary awards recovered pursuant to this Section 11.05(b) shall be allocated first to the costs and expenses of the Party bringing suit, then to the costs and expenses, if any, of the other Party. **

Enforcement in the Territory. Alliance shall have the right, but not the obligation, to institute, prosecute and control at its own expense any action or proceeding with respect to infringement of any Alliance Patents covering the manufacture, use, importation, sale or offer for sale of the product being developed or marketed by counsel of its own choice. Where possible with regard to manpower and time, Schering upon Alliance's request and at Alliance's costs, shall give documentary support and reasonable assistance in such proceedings. Any damages or other monetary awards recovered pursuant to this Section 8.04(b) shall be for the account of Alliance. If Alliance fails or does not want to bring an action or proceeding or otherwise take appropriate action to ▇▇▇▇▇ such infringement within a period of one hundred eighty (180) days of notice by Schering to Alliance requesting such action, Schering shall have the right, but not the obligation, to institute, prosecute and control at its own expense any such action or proceeding with respect to infringement of any Alliance patents.*

Enforcement in the Territory. Subject to EUSA’s rights under Section 6.2 of the EUSA License with respect to a EUSA Licensed Patent, Catalyst will have the first right (but not the obligation), at its sole expense, to take the appropriate steps to address any Infringement of a Licensed Patent or Joint Patent in the Territory by enforcing such Patent, including without limitation the initiation of a suit, proceeding or other legal action by counsel of its own choice. BioMarin will have the right, at its own expense, to be represented in any such suit, proceeding, or action by counsel of its own choice. If Catalyst fails to take the appropriate steps to address a particular Infringement of a Licensed Patent or Joint Patent within ninety (90) days after the date one Party has provided notice to the other Party of such Infringement, then BioMarin will have the right (but not the obligation), at its sole expense, to take the appropriate steps to address such Infringement by enforcing such Licensed Patent or Joint Patent, including without limitation the initiation of a suit, proceeding or other legal action by counsel of its own choice. Catalyst will have the right, at its own expense, to be represented in any such suit, proceeding, or action by counsel of its own choice. Catalyst will have the sole right (but not the obligation), at its sole discretion and expense, to take the appropriate steps to address any Infringement of a Catalyst Patent anywhere in the world by enforcing such Catalyst Patent, including without limitation the initiation of a suit, proceeding or other legal action by counsel of its own choice. Catalyst’s rights to address any Infringement of a EUSA Licensed Patent in the Territory by enforcing such EUSA Licensed Patent will be subject to EUSA’s rights under Section 6.2 and Section 6.4 the EUSA License.

Enforcement in the Territory. In the event that Licensee provides notice to Licensor in accordance with Section 7.3 ("Notice of Third Party Infringement"), the Parties agree that during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement, neither will notify the suspected infringer of the alleged infringement without first obtaining the consent of the other Party, which consent shall not be unreasonably denied, and that Licensor will take appropriate action with respect to the suspected infringer, including sending a demand letter, if necessary, within thirty (30) days of the date it receives notice from Licensee. Both Parties shall use their reasonable efforts in cooperation with each other to terminate any such suspected or actual infringement without litigation. If such efforts fail, Licensee may request in writing that Licensor take legal action against the infringement, and if the infringing activity has not ceased within ninety (90) days following the effective date of such request, Licensor shall have the right to either commence suit or refuse to participate in such suit; and Licensor shall give notice of its election in writing to Licensee within one hundred (100) days of receipt of Licensee's written request. Licensee may thereafter bring suit for patent infringement at its own expense if and only if Licensor elects not to commence suit and if the infringement occurred during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement under the Licensed Patent at issue. In such event, Licensee shall have the sole control and decision-making authority with respect to defending and enforcing the Licensed Patent solely in connection with such suit and further provided that Licensor does not thereafter join such suit. If Licensee elects to bring suit in accordance with this Section 7.5 ("Enforcement in the Territory"), Licensor may thereafter join such suit at its own expense. Any such legal action as is decided upon shall be at the expense of the Party on account of whom suit is brought and all recoveries recovered thereby shall belong to such Party, provided, however, that any legal action decided upon by Licensee and Licensor and fully participated in by both shall be at the joint expense of both Parties and all recoveries shall be allocated in the following order: (i) to each Party, reimbursement of costs and fees of outside attorneys and other related expenses to the extent each Party paid for such costs, fe...

Enforcement in the Territory. 42 (a) Each Party shall promptly notify the other Party in writing of any existing or threatened infringement, unauthorized use or misappropriation of the Atara Patent Rights in the Territory by reason of the Manufacture, use or sale of a product identical to or substantially similar to the Product (each, a “Competitive Infringement”) and shall provide all evidence in such Party’s possession demonstrating such infringement. (b) Subject to Section 9.3(c) hereto and MSK’s rights under the MSK Agreement, as between the Parties, Partner shall have the first right, but not the obligation, at its sole cost and expense, to initiate an infringement action or other appropriate suit to enforce the Product Patent Rights in the Territory against any Competitive Infringement (each such action, a “Competitive Infringement Action”). Atara shall provide to Partner reasonable assistance in such enforcement, at Partner’s request, including joining such action as a party plaintiff if required by applicable Laws to pursue such action. Partner shall keep ▇▇▇▇▇ regularly informed of the status and progress of such enforcement efforts, and shall reasonably consider ▇▇▇▇▇’s comments on any such efforts. Atara shall be entitled to separate representation in any such matter by counsel of its own choice and at its own expense, but Atara shall at all times cooperate fully with Partner in bringing such action. (c) If Partner, in its sole discretion, determines not to exercise its right to bring any Competitive Infringement Action against a Competitive Infringement of the Product Patent Rights in the Territory, then Atara shall be entitled to bring such Competitive Infringement Action at its sole cost and expense. (d) Subject to Section 9.3(e) hereto, Partner acknowledges that, as between the Parties, Atara has (i) the first right, but not the obligation, at its sole cost and expense, to enforce the Atara Patent Rights (other than the Product Patent Rights) in the Territory against any Competitive Infringement, and (ii) the sole right, but not the obligation, at its sole cost and expense to enforce any the Atara Patent Rights (including the Product Patent Rights) in the Territory against any other Third Party infringement, unauthorized use, misappropriation or threatened infringement thereof. Partner shall provide to Atara reasonable assistance in any enforcement of the Atara Patent Rights in the Territory against any Third Party infringement, at ▇▇▇▇▇’s request, including joining such...

Enforcement in the Territory. Subject to the next sentence and Section 10.7.3, Schering shall be obligated, insofar as commercially reasonable, at its own expense, to defend Schering Patents in the Territory. However, Licensee shall have the first right, but not the obligation, to institute, prosecute and control at its own expense any action or proceeding with respect to infringement of any Schering Patents covering the manufacture, use, importation, sale or offer for sale of Product in the Territory, by counsel of its own choice. Schering shall have the right, at its own expense, to be represented in any action by counsel of its own choice.

Enforcement in the Territory. ▇▇▇▇ will have the first right (but not the obligation), at its sole expense, to take the appropriate steps to address any Infringement by enforcing such rights, including without limitation the initiation of a suit, proceeding or other legal action by counsel of its own choice. CATALYST will have the right, at its own expense, to participate in (but not control) such suit, proceeding or action by counsel of its own choice. If ▇▇▇▇ fails to take the appropriate steps to address a particular Infringement within ninety (90) days after the date one Party has provided notice to the other Party of such Infringement, then CATALYST or Licensor will have the right (but not the obligation), at its sole expense, to take the appropriate steps to address such Infringement including the initiation of a suit, proceeding or other legal action by counsel of its own choice. ▇▇▇▇ will have the right, at its own expense, to participate in (but not control) such suit, proceeding or action by counsel of its own choice.

Enforcement in the Territory. Subject to Section 10.3(c) hereto, Partner acknowledges that, as between the Parties, ▇▇▇▇▇ has the sole right, but not the obligation, at its sole cost and expense, to enforce the Atara Intellectual Property in the Territory against Third Party infringement, unauthorized use, misappropriation or threatened infringement thereof. However, Partner shall have the right to join such action as a party plaintiff if admissible by applicable Laws at its own costs and expenses in order to seek compensation for its own damages.