Novo Nordisk First Right to Enforce; Lexicon Second Right Sample Clauses

Novo Nordisk First Right to Enforce; Lexicon Second Right. Novo Nordisk will have the first right, but not the obligation, to bring and control, at its cost and expense, an appropriate suit or other action before any government or private tribunal against any Person allegedly engaged in any Infringement of any Joint Arising Patent Right or Licensed Patent Right, in each case, to remedy such Infringement (or to settle or otherwise secure the abatement of such Infringement or Competing Infringement, as applicable, or enter into 45 a stipulated judgment or other arrangement with such Third Party). The foregoing right of Novo Nordisk will include the right to perform all actions of a reference product sponsor set forth in 42 USC §262(l). Lexicon will have the right, at its own cost and expense and by counsel of its choice, to be represented in (but not control) any such action with respect to Joint Arising Patent Rights or Licensed Patent Rights. At Novo Nordisk’s request, Lexicon will join any foregoing infringement action as a party (all at Novo Nordisk’s cost and expense) if doing so is necessary for the purposes of establishing standing or is otherwise required by Applicable Law to pursue such action. Novo Nordisk will have a period of [**] after its receipt or delivery of notice and evidence of Infringement pursuant to Section 8.7.1 (Notification) to elect to so enforce such Joint Arising Patent Rights or Licensed Patent Rights in the applicable jurisdiction to remedy such Infringement (or to settle or otherwise secure the abatement of such Infringement or enter into a stipulated judgment or other arrangement with such Third Party); provided, however, that such period will be extended beyond [**] to the extent that Applicable Law prevents earlier enforcement of such Patent Rights or remedy of infringement (such as due to the procedural requirements of the enforcement process set forth in 42 USC §262(l)) and will be decreased (to be less than [**]) to the extent that a delay in bringing an action to enforce the applicable Patent Right or remedy the Infringement against such alleged Third Party infringer would limit or compromise the remedies (including monetary and injunctive relief) available against such alleged Third Party infringer or a shorter timeframe is required by Applicable Law. If Novo Nordisk does not so elect to remedy such infringement with respect to any Joint Arising Patent Right or Licensed Patent Right (or settle or otherwise secure the abatement of such infringement or enter into a stipulated ju...
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Related to Novo Nordisk First Right to Enforce; Lexicon Second Right

  • Termination and Waiver of Rights of First Refusal The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

  • Termination of Right of First Offer Subject to the following provisions of this Section C, the rights of Tenant hereunder with respect to the Offering Space shall terminate on the earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer within the seven (7)-day period provided in Section A above; and (iii) the date Landlord would have provided Tenant an ROFO Advice if Tenant had not been in violation of one or more of the conditions set forth in Section A above. If Tenant does not timely exercise its Right of First Offer pursuant to this Section VII, Tenant shall have no further right to lease the Offering Space pursuant to this Section VII, except that (x) before Landlord makes or accepts an offer to lease such Offering Space to a bona fide prospect at an Annual Fixed Rent less than 95% of that set forth in the most recently delivered ROFO Advice or (y) if Landlord has not entered into a lease for such Offering Space within three (3) months after the date (the “Refusal Date”) on which Tenant elects, or is deemed to have elected, not to exercise its right to lease such Offering Space pursuant to the most recently delivered ROFO Advice, then, in either such case, Landlord shall again offer to lease such Offering Space to Tenant pursuant to the provisions of this Section VII, and the terms of this Section VII shall continue to apply to such Offering Space, except that Tenant shall have three (3) Business Days to respond to such offer in the event of a re-offer pursuant to clause (x) above (but Tenant shall have seven (7) days to respond to any re-offer pursuant to clause (y) above). Notwithstanding the foregoing, if, on or before the date that is thirty (30) days after any applicable Refusal Date, Landlord enters into a letter of intent to lease such Offering Space and gives Tenant written notice thereof identifying the other party to such letter of intent (the “Deal Notice”), then Landlord shall have one hundred twenty (120) days after the date of the Deal Notice to enter into a lease with the bona fide prospect identified in the Deal Notice before Tenant’s Right of First Offer with respect to such Offering Space shall re-accrue under clause (y) above (but this shall not affect any potential re-accrual of such right under clause (x) above). After Landlord has leased the Offering Space to a third party in accordance with the provisions of this Section VII, Tenant shall have no further right to lease such Offering Space pursuant to this Section VII.

  • Waiver of Right of First Refusal The Company hereby waives any preexisting rights of first refusal applicable to the transactions contemplated hereby.