Enforcement Right Clause Samples

Enforcement Right. Licensee shall have the first right to bring and control any legal action in connection with any Infringement in the Territory at its own expense and as it reasonably determines appropriate. If Licensee decides not to enforce the Licensed Patents against such Infringement or does not bring such legal action or otherwise take commercially reasonable action to ▇▇▇▇▇ such Infringement before the earlier of: (i) one hundred eighty (180) days after the notice provided pursuant to Section 5.4(a) (Notification), or (ii) ten (10) business days before the time limit (if any) set forth in applicable Law for the filing of such legal action (provided that notice of infringement has been provided pursuant to Section 5.4(a) (Notification) prior to such time limit), then Licensor shall have the right to bring and control any legal action in connection with such Infringement in the Territory at its own expense as it reasonably determines appropriate.

Enforcement Right. If Editas believes that a Third Party is infringing an Adverum Patent through the Commercialization of a product that competes directly with a Product (“Field Infringement”), Editas shall confer with Adverum regarding the possible assertion of such Adverum Patent against such Third Party. [***] shall then have the right, but not the obligation, to bring and control any action or proceeding with respect to infringement of such Adverum Patent(s) (including Joint Patents) in the Field and in the Territory, at its own expense and by counsel of its own choice, but which is reasonably acceptable to [***]. [***] shall have the right, at their own expense, to be represented in any such action by counsel of their own choice, and [***] and their counsel will reasonably cooperate with [***] and its counsel in strategizing, preparing, and litigating any such action or proceeding. If [***] fails to bring an action or proceeding with respect to infringement of any Adverum Patent in the Field and within the Territory within (A) [***] days following a notice of alleged infringement by Adverum to Editas or (B) [***] days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, and after considering, in good faith, [***] reasons for not bringing an action, [***] shall have the right, but not the obligation, to bring and control any such action at its own expense and by counsel of its own choice, and [***] shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Adverum shall retain the sole right, exclusive of Editas, to (A) commence and control any enforcement action for Adverum Patents involving Third Party infringement outside of the Field and (B) control the defense of any Third Party challenges to the validity or enforceability of the Adverum Patents not arising from an assertion of Field Infringement.

Enforcement Right. Licensee shall have the first right to bring and control any legal action in connection with any Infringement in the Licensee Territory at its own expense and as it reasonably determines appropriate. If Licensee decides not to enforce the Licensed Patents against such Infringement, then Licensor shall have the right to bring and control any legal action in connection with such Infringement in the Licensee Territory at its own expense as it reasonably determines appropriate.

Enforcement Right. Notwithstanding the Standstill Agreement set forth above, during the Standstill Period, any Party may bring a claim solely for the purpose of enforcing the terms of this Agreement. Any such enforcement action shall be limited to seeking specific performance, injunctive relief, or declaratory judgment to compel compliance with the terms of this Agreement. No Party shall be precluded from defending against any such enforcement actions. The initiation of an enforcement action under this Section 5(d) shall not affect the tolling of other claims as described above, nor shall it constitute a waiver of any other rights or defenses under this Agreement.

Enforcement Right iBio shall have the first right (but not the obligation) to bring and control any legal action against any Third Party engaged in any Product Infringement at its own expense as it determines appropriate. During any such claim, suit, or proceeding, iBio shall (A) keep AstralBio reasonably informed of all material developments in connection with such claim, suit or proceeding; (B) reasonably consider AstralBio’s comments; and (C) not settle any such claim, suit or proceeding except in a manner that is consistent with this Agreement and does not result in an admission of liability on the part of AstralBio or any of its Affiliates. If iBio: (i) elects to not bring such legal action with respect to such Product Infringement (the decision of which iBio shall inform AstralBio promptly) or (ii) otherwise fails to bring such legal action within ninety (90) days after first becoming aware of such Product Infringement, then AstralBio shall have the right (but not the obligation) to bring and control any legal action in connection with such Product Infringement at its own expense as it reasonably determines appropriate. Subject to the foregoing, each Party shall have the first right to bring and control any legal action to enforce the Patents it Controls at its own expense and by counsel of its own choice as it reasonably determines appropriate, and such Party shall consider in good faith the interests of the other Party in such enforcement. The Party bringing legal action shall not enter into any settlement admitting the invalidity of, or otherwise impairing, any AstralBio Licensed Patents impacting Licensed Products without the prior written consent of the other Party.

Enforcement Right. Ovid shall have the first right to use Ovid Commercially Reasonable Efforts to bring and control any legal action in connection with such Product Infringement at its own expense as it reasonably determines appropriate. If Ovid (i) decides not to bring such legal action against a Product Infringement (the decision of which Ovid shall inform Licensee promptly) or (ii) Ovid otherwise fails to bring such legal action against a Product Infringement within [***] after first becoming aware of such Product Infringement, subject to the terms of the Lundbeck License Agreement, Licensee shall have the right to bring and control any legal action in connection with such Product Infringement at its own expense as it reasonably determines appropriate after [***] Ovid.

Enforcement Right. Gemphire shall have the first right to bring and control any legal action in connection with such Product Infringement at its own expense as it reasonably determines appropriate. If Gemphire (i) decides not to bring such legal action against a Product Infringement (the decision of which Gemphire shall inform Beijing SL promptly) or (ii) otherwise fails to bring such legal action against a Product Infringement within ninety (90) days of first becoming aware of such Product Infringement, Beijing SL shall have the right to bring and control any legal action in connection with such Product Infringement at its own expense as it reasonably determines appropriate after consultation with Gemphire.

Enforcement Right. As between the parties, ▇▇▇▇▇ (or a Third Party licensee or other Person, ▇▇▇▇▇’▇ discretion) shall have the sole right to institute infringement suits under the ▇▇▇▇▇ Patents both inside and outside of the LMIC Field and inside and outside of the LMIC Territory, as well as the sole right to institute all other infringement suits and to take such other actions as not expressly granted to OpenBiome hereunder (including, for the avoidance of doubt, to enforce and defend the ▇▇▇▇▇ Patents). The total cost of any such infringement actions commenced or defended solely by ▇▇▇▇▇ shall be borne by ▇▇▇▇▇, and ▇▇▇▇▇ shall keep any recovery or damages derived therefrom, whether compensatory for past infringement or punitive.

Enforcement Right. If and when an Enforcement Event has occurred and, in addition, the requirements set forth in Sec. 1273 para 2, 1204 et seq. BGB with regard to the enforcement of pledges are met (Pfandreife), the Collateral Agent may realize the Pledges (or any part thereof) by way of collecting the credit balances from the Bank Accounts, exercising any Ancillary Right or in any way permitted under German law, in any case notwithstanding Sec. 1277 BGB and without obtaining any enforceable judgment or other instrument (vollstreckbarer Titel).