Infringement Action Sample Clauses

Infringement Action. Licensor shall have the sole right to determine the appropriate action to be taken against any infringement, imitation, or unauthorized use of the Trademarks including having the sole discretion to settle any claims or any controversy arising out of any such claims. Licensee shall provide Licensor with such reasonable assistance as Licensor may require in obtaining any protection of Licensor’s rights to the Trademarks at no expense to Licensor. Licensee shall not have any rights or claim against Licensor for damages or otherwise arising from any determination by Licensor to act or not to act with respect to any alleged infringement, imitation or unauthorized use by others, and any such determination by Licensor shall not affect the validity or enforceability of this Agreement. Any and all damages and settlements recovered arising from any action or proceeding shall belong solely and exclusively to Licensor.

Infringement Action. (a) ACNielsen (together with CZT/ACN Trademarks L.L.C.) shall have the sole and exclusive right to commence or prosecute any claims or suits for infringement or any other cause of action or claim for relief for unauthorized use of the ▇▇▇▇▇▇▇//NetRatings CBD, insofar as the same relates to the Nielsen Trademark, and to choose counsel in connection with such claim or suit. NRI shall assist ACNielsen (together with CZT/ACN Trademarks L.L.C.) to maintain and protect its rights in the ▇▇▇▇▇▇▇//NetRatings CBD, insofar as the same relates to the Nielsen Trademark. ACNielsen shall bear the cost of the attorneys' fees, costs and expenses in connection with such claim or suit. NRI shall notify ACNielsen in writing of any infringements or unauthorized uses of the ▇▇▇▇▇▇▇//NetRatings CBD, insofar as the same relates to the Nielsen Trademark, that may come to its attention, and ACNielsen (together with CZT/ACN Trademarks L.L.C.) shall have the sole and exclusive right to determine in its discretion whether any action shall be taken on account of such infringements or unauthorized uses. (b) The Parties shall cooperate with each other in connection with the commencement and prosecution of any claims or suits for infringement or any other cause of action or claim for relief for unauthorized use of the ▇▇▇▇▇▇▇//NetRatings CBD. ARTICLE IV

Infringement Action. It is vested in PRONOVA’s own discretion to decide whether an infringement of the Trademarks actually does occur and how, if appropriate, to respond. The costs of such responses shall be borne by PRONOVA and PRONOVA shall retain all recoveries obtained through such responses. RELIANT shall in all such responses assist PRONOVA to all reasonable extents free of charge, other than RELIANT’s out of pocket expenses. If PRONOVA decides not to institute litigation in respect of a possible infringement of any Trademarks, RELIANT shall be entitled to institute appropriate legal action as further described in Section 14, and PRONOVA shall in all such actions assist RELIANT to all reasonable extents free of charge, other than PRONOVA’s out of pocket expenses.

Infringement Action. (i) Subject to Section 6.3(b)(ii), Alnylam shall have the right to initiate a suit or take other appropriate action that it believes is reasonably required to protect the Alnylam Intellectual Property, including a defense to a claim of invalidity or unenforceability. Thereafter, Alnylam shall keep Novartis promptly informed, and shall from time to time consult with Novartis regarding the status of any such suit or action and shall provide Novartis with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or action. (ii) Novartis shall have the sole and exclusive right to initiate a suit under Alnylam Intellectual Property or take other appropriate action that it believes is reasonably required to protect Novartis Sole Inventions, a Discovered RNAi Compound or a Licensed Product. Novartis shall give Alnylam advance notice of its intent to file any such suit or take any such action and the reasons therefor, and shall provide Alnylam with an opportunity to make suggestions and comments regarding such suit or action. Thereafter, Novartis shall keep Alnylam promptly informed, and shall from time to time consult with Alnylam regarding the status of any such suit or action and shall provide Alnylam with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or action.

Infringement Action. Ophthotech shall have the first right, at its own expense and with legal counsel of its own choice, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened Infringement of the Anti-C5 Aptamer-Specific Patent Rights in the Field. Ophthotech shall determine whether to exercise such first right in its discretion, which discretion Ophthotech shall exercise in a manner consistent with Ophthotech’s obligations under Section 3.1.2(a). Archemix shall have the right, at its own expense, to be represented in any such action by Ophthotech by counsel of Archemix’s own choice; provided, that, under no circumstances shall the foregoing affect the right of Ophthotech to control the suit as described in the first sentence of this Section 6.3.2. If Ophthotech does not file any action or Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. proceeding against any such Infringement within [***] months after the later of (i) Ophthotech’s notice to Archemix under Section 6.3.1 above, (ii) Archemix’s notice to Ophthotech under Section 6.3.1 above or (iii) a written request from Archemix to take action with respect to such infringement, then Archemix shall have the right (but not the obligation), at its own expense, to bring suit (or take other appropriate legal action) against such actual, alleged or threatened infringement, with legal counsel of its own choice. Any damages, monetary awards or other amounts recovered, whether by judgment or settlement, pursuant to any suit, proceeding or other legal action taken under this Section 6.3.2, shall be applied as follows: (a) first, to reimburse the Parties for their respective costs and expenses (including reasonable attorneys’ fees and costs) incurred in prosecuting such enforcement action; and (b) second, [***] percent ([***]%) of any remaining amount shall be retained by the Party bringing such suit or proceeding or taking such other legal action and [***] percent ([***]%) shall be paid to the other Party. If a Party brings any such action or proceeding hereunder, the other Party agrees to be joined as party plaintiff if necessary to prosecute such action or proceeding, and to give the Party bringing such action or proceeding reasonable assistance and authority to file and prosecute the suit; provided, that, neither Party shall be...

Infringement Action. Within forty-five (45) days (or longer if the Parties mutually agree) of becoming aware of Competitive Infringement, Acusphere shall have the right to institute an infringement suit or take other appropriate action that it believes is reasonably required to protect the Licensed Patent Rights from such Competitive Infringement. If Acusphere elects to bring suit against an infringer, Acusphere shall keep Cephalon reasonably informed of the progress of the action and give Cephalon a reasonable opportunity in advance to consult with Acusphere and offer its views about major decisions affecting the litigation. Acusphere shall consider those views in good faith, but shall have the right to control the action. If Acusphere elects to bring suit against an infringer and Cephalon is joined as a party in such suit (which it shall do if so requested by Acusphere), Cephalon shall have the right to approve counsel selected by Acusphere to represent the Parties, which approval shall not be unreasonably withheld, conditioned or delayed. The expenses of such suit or suits that Acusphere elects to bring, including any reasonable out-of-pocket expenses of Cephalon incurred in connection therewith, shall be paid for entirely by Acusphere. If Acusphere does not take action in the prosecution, prevention, or termination of any Competitive Infringement and has not commenced negotiations with the infringer for the discontinuance of such Competitive Infringement within forty-five (45) days (or longer if the Parties mutually agree) of becoming aware of Competitive Infringement, Cephalon may elect to do so. If Cephalon elects to bring suit against such infringer and Acusphere is joined as a party in such suit (which it shall do if so requested by Cephalon), Acusphere shall have the right to approve counsel selected by Cephalon to represent the Parties, which approval shall not be unreasonably withheld, conditioned or delayed. The expenses of such suit or suits that Cephalon elects to bring, including any reasonable out-of- pocket expenses of Acusphere incurred in connection therewith, shall be paid for entirely by Cephalon. Neither Party shall compromise or settle any litigation in a manner that imposes any obligation on the other Party or that otherwise adversely impacts the development or commercialization of pharmaceutical products related to HDDS Technology™ in the Field, or the patents or patent applications included in the Licensed Patent Rights without the prior written conse...

Infringement Action. In the event Integral brings an infringement ------------------- action against a Third Party, such action shall be at no cost to Company unless Company joins the suit as a co-party, and any recovery shall go solely to Integral. Company is under no obligation to join any such action and Integral must approve the addition of Company as a co-party.

Infringement Action. Other than with respect to Lilly’s Patent Rights as provided in Section 7.4.3, in the event a Party brings an Infringement action in accordance with Section 7.4.2 (the “Controlling Party”), such Controlling Party shall keep the other Party reasonably informed of the progress of any such action, and the other Party shall cooperate fully with the Controlling Party, including by providing information and materials, at the Controlling Party’s request and expense and if required to bring such action, the furnishing of a power of attorney or being named as a party. The other Party shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party.

Infringement Action. Generally, an exclusive licensee has the right to enforce the licensed patents. The University doesn’t disagree with this and nothing in the agreement takes that right away. As a public research institution, the University believes that a decision to enforce must be made on credible evidence. Section 8 of the General Terms sets out a framework for the University and licensee’s discussion of this issue.