ORTHO ACTION Sample Clauses

ORTHO ACTION. If, after the expiration of one hundred eighty (180) days from the date of a request by ORTHO to do so, KOSAN has not overcome the prima facie case of infringement, obtained a discontinuance of such infringement, or brought suit against the THIRD PARTY infringer, then after such one hundred eighty (180) days notice period, ORTHO shall have the right, but not the obligation, to bring suit against such infringer and join KOSAN as a party plaintiff with respect to infringements relating to patents claiming compositions of matter which are LICENSED COMPOUNDS and/or the method of commercial manufacture thereof used by ORTHO (but not with respect to patents relating to the creation or production of polyketides more generally), provided that ORTHO shall bear all the expenses of such suit. In the event ORTHO brings such suit, and damages or other monies are awarded or received in settlement of such suit. ORTHO shall be entitled to deduct an amount to cover its out-of-pocket expenses, including attorneys' and professional fees, and including a reasonable allocation for in-house attorney's time. incurred for such suit. The balance of any recoveries shall be shared by the parties with ORTHO receiving [**] percent ([**]%) and [**] percent ([**]%). KOSAN will cooperate with ORTHO in any suit for infringement of a [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. licensed patent brought by ORTHO against a THIRD PARTY, and shall have the right to consult with ORTHO and to participate in and be represented by independent counsel in such litigation at its own expense. ORTHO shall incur no liability to KOSAN as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding KOSAN's patent invalid or unenforceable; provided, ORTHO shall not enter into any settlement which (i) makes any admission of wrongdoing on the part of KOSAN, or (ii) admits that any of KOSAN PATENT RIGHTS are invalid, unenforceable or not infringed, without the prior written consent of KOSAN.
View SourceView Similar (5)

Related to ORTHO ACTION

  • Stockholder Litigation The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.

  • Alternative to Litigation 13.2.1 The Parties desire to resolve disputes arising out of this Agreement without litigation. Accordingly, the Parties agree to use the following Dispute Resolution procedures with respect to any controversy or claim arising out of or relating to this Agreement or its breach.

  • RECOMMENDED ACTION It is respectfully requested that the Procurement Committee approve an Addendum to the Continuing Program and Project Management Services Agreement with AECOM Technical Services, Inc. for the services contained herein and the amount as shown below: AAC – Compliance Review Date 7/26/23 AAC – Funding Eligibility Review Date 7/26/23 Attachment A: Finance Form Attachment B: OSBD Memo FINANCE FORM Date: Requestor’s Name: Preparer’s Name: Requestor’s Department: Description: Vendor: 7/12/2023 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Construction Sustainable Mgt Plan AECOM Requestor’s Extension: Preparer’s Extension: Solicitation #: Contract # / Name: Procurement Committee Date: Agenda Item #: 2465 4159 Continuing Program and Management 08.01.2023 NON-PROJECT FUNDS: O&M 301.713.170.5310009.000.000000 $31,022.00 Total Requisition: $31,022.00 Requisition Number: 94653 To: Members of the Procurement Committee From: ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. Small Business Administrator Date: August 01, 2023 Re: Request for Approval of an Addendum to the Continuing Program and Project Management Services Agreement with AECOM Technical Services, Inc. for Fiscal Year (FY) 2023 Development of the GOAA Sustainability Management and Resiliency Plan at the Orlando International Airport We have reviewed the qualifications of the subject contract's MWBE/LDB/VBE specifications and determined that AECOM Technical Services, Inc. proposes 99% MWBE participation on this addendum. Our analysis indicates that AECOM Technical Services, Inc. is eligible for award of the subject addendum. Name of Airport: Orlando International Airport Telephone No: (▇▇▇) ▇▇▇-▇▇▇▇ Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Boulevard, Orlando, FL 32827 Project Name & Number:

  • Stockholder Action Each Stockholder agrees that, in such Stockholder's capacity as a stockholder of the Company, such Stockholder shall, pursuant to Section 2.5 hereof, vote, or grant proxies relating to the Common Stock at the time held by such Stockholder to vote, all of such Stockholder's Common Stock in favor of any sale or exchange of securities of the Company or any merger, consolidation or other business combination or any similar transaction pursuant to Section 2.5 hereof if, and to the extent that, approval of the Company's stockholders is required in order to effect such transaction. ARTICLE III

  • Shareholder Litigation The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.