Second Right Sample Clauses

Second Right. If the Responsible Party fails to undertake any such proceedings, then the Non-Responsible Party may give the Responsible Party notice and reasonable supporting evidence of infringement by a Third Party requesting the Responsible Party to undertake such proceedings within ninety (90) days of the date of notice or a shorter period if required to comply with Applicable Law, and if the Responsible Party decides not to do so, then with respect to infringement of any Regeneron Patent Rights or Joint Patent Right, the Non-Responsible Party shall be entitled to do so at its own cost and expense, subject to Section 10.8.6 (Reimbursement by the Responsible Party). Thereafter, in such case, the Non-Responsible Party shall be responsible for enforcing Regeneron Patent Rights or Joint Patent Rights and shall be the “Responsible Party” for the purposes of this Section 10.8.2 (Second Right). The newly designated Responsible Party shall control the conduct of any claim or proceedings including any counterclaim for invalidity or unenforceability or any declaratory judgment action, provided, however that such newly designated Responsible Party shall consult with and consider in good faith any reasonable comments made by the newly designated Non-Responsible Party in relation to the conduct of such proceedings. The Non-Responsible Party shall provide all necessary assistance to the Responsible Party in relation to such proceedings. The Responsible Party shall have sole right to settle such proceedings including any counterclaim for invalidity or unenforceability; provided that such settlement does not include a license under Regeneron Patent Rights or Joint Patent Rights and does not include any admission concerning claim invalidity or unenforceability of a Regeneron Patent Right or a Joint Patent Rights or bind the Non-Responsible Party to any monetary settlements. If the settlement includes a license under Regeneron Patent Rights or Joint Patent Rights or any admission concerning claim invalidity or unenforceability of a Regeneron Patent Right or Joint Patent Right, then the Non-Responsible Party’s consent to the terms of such license or any admission concerning claim invalidity or unenforceability of a Regeneron Patent Right or a Joint Patent Rights shall be required, such consent not to be unreasonably withheld, conditioned or delayed.
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Second Right. EGB shall have the second right to take whatever, if any, action it deems appropriate, in its sole discretion, against the alleged infringer of the Licensed Rights, if GTTX has not provided a notice that it will take action, or does not take action, by the Determination Date. If EGB elects to take action, GTTX shall, at EGB’s request and expense, cooperate and shall cause its employees to cooperate with EGB in taking any such action, including but not limited to, cooperating with the prosecution of any infringement suit by EGB. If EGB prevails in such action, EGB shall retain all recoveries.
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Second Right. If the controlling Party ceases to pursue or withdraws from such action, then it will promptly notify the other Party (in sufficient time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action (including any such period of time as is required to comply with the provisions of Section 15.5.2.2 (Hatch‑Waxman))), then such other Party may substitute itself for the withdrawing Party and proceed under the terms and conditions of this Section 15.5 (Third Party Infringement and Defense).
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Second Right. If Company fails to provide its intention in writing or provide its intention to decline to bring such action in the time period provided in Section 9.4(b)(iii)(A)(1), then Eisai, with prior written consent of Company, which shall not be unreasonably withheld, conditioned or delayed, shall have a right, but not the obligation, to bring an action against any Third Party allegedly engaged in any Third Party Infringement of such Joint Manufacturing Patents related to an Eisai Collaboration Product. All Out-of-Pocket Costs and expenses incurred in the course of such action shall be equally shared between the Parties or their Commercialization Affiliates, as applicable.
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Related to Second Right

  • First Right of Refusal If any Partner shall enter into an agreement to sell their ownership interest in the Partnership with an individual or entity that is not a current Partner, the following parties must be given a first right of refusal before such a transaction can take place:

  • Right of Refusal The proposing vendor has the right not to sell under the awarded agreement with a TIPS member at vendor's discretion unless required by law.

  • Right of Refusal Vendor has the right not to sell to a TIPS Member under the awarded agreement at Vendor’s discretion unless otherwise required by law.

  • Options and Rights In the event that, during the term of this pledge, subscription Options or other rights or options shall be issued in connection with the pledged Shares, such rights, Options and options shall be the property of Pledgor and, if exercised by Pledgor, all new stock or other securities so acquired by Pledgor as it relates to the pledged Shares then held by Pledgeholder shall be immediately delivered to Pledgeholder, to be held under the terms of this Security Agreement in the same manner as the Shares pledged.

  • Option Right Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).