Secondary Right Sample Clauses
A Secondary Right clause establishes an additional or backup legal entitlement that becomes effective if a primary right cannot be exercised or is otherwise unavailable. For example, if a party is unable to enforce a main contractual right due to legal restrictions or the actions of a third party, the secondary right provides an alternative remedy or course of action, such as seeking compensation or another form of relief. This clause ensures that parties are not left without recourse if their primary rights are compromised, thereby allocating risk and maintaining fairness in the contractual relationship.
Secondary Right. If LICENSEE does not wish to exercise either of the foregoing rights in (a), LICENSEE shall provide MSK with written notice that LICENSEE declines such right, and after receiving such notice, MSK shall have the secondary right to undertake such infringement action or defend against such challenge.
Secondary Right. If Licensee determines, as to any particular third party activity that constitutes a material infringement of the Licensed Patent Rights or a declaratory judgment action involving the Licensed Patent Rights, that Licensee shall not exercise its rights to conduct a Patent Adversarial Action as to such activity, then Licensee shall provide MSK with written notice that Licensee declines such right as to such activity, and after receiving such notice, MSK shall have the secondary right to undertake such infringement action or defend against such challenge, provided that MSK shall keep Licensee fully informed of all its activities with respect thereto and shall not take any action, or omit to take any action or position, that causes or likely will cause a material adverse impact on Licensee or its Sublicensee or on the Licensed Patent Rights.
Secondary Right. In the event that Atricure (A) fails to commence, within ninety (90) days after the Infringement Notice Date, a lawsuit regarding such infringement or (B) commences a lawsuit during such period but thereafter fails to continue to vigorously prosecute such lawsuit, UST shall have the right, but not the obligation, to prosecute such a lawsuit at its own expense.
Secondary Right. If, during the 90 day period immediately following the Initial Closing Date, 7th Level increases the number of shares of Common Stock outstanding, then 7th Level, at its sole option (the "Secondary Right"), can issue to and cause ▇▇▇▇▇▇▇▇ to purchase an additional number of shares of Common Stock (the "Secondary Shares") up to the lesser of (1) the quotient of $5 million minus the Initial Aggregate Price divided by the Secondary Purchase Price (as defined below) or (2) nine percent (9%) of the then outstanding number of shares of Common Stock minus the number of Initial Shares, upon the same terms and conditions as the Initial Shares, except as provided in this Section 1.b. Upon exercise of the Secondary Right on the 7th Level Closing Date (as defined below), 7th Level shall issue and ▇▇▇▇▇▇▇▇ shall purchase the Secondary Shares at a purchase price per share equal to the lesser of (1) the last sales price of the Common Stock as reported by Bloomberg on the Trading Day immediately prior to the 7th Level Closing Date, or (2) the arithmetic average of the daily volume-weighted average sale price per share (rounded to the nearest 1/10,000th) as reported by Bloomberg, L.P. ("Bloomberg") on the NASDAQ National Market of the Common Stock (the "Average Price") for the thirty (30) day trading period ending (the "30-day Average Price") through the Trading Day immediately prior to the 7th Level Closing Date (the "Secondary Purchase Price"); and for an aggregate purchase price equal to the total number of Secondary Shares multiplied by the Secondary Purchase Price (the "Secondary Aggregate Price").
Secondary Right. If the Indemnifying Party is permitted under this Section 24.3 to assume and control the Defense of a Third Party Claim and elects to do so, but the Indemnifying Party either (a) fails within a reasonable period of time to actually commence the prosecution of such Defense (including the failure to retain counsel within a reasonable period of time) or (b) commences, but fails to diligently and reasonably prosecute, such Defense, the Indemnified Party shall have the right, exercisable at any time upon ten (10) day’s prior written notice to the Indemnifying Party, to immediately reassume sole control of the Defense of such Third Party Claim and engage therein as if such Defense were being conducted under Section 24.3.2 hereof.
Secondary Right. With respect to the Group 1 Patent Rights, if LICENSEE determines with respect to any given third party activity that constitutes a material infringement of any Group 1 Patent Rights or a declaratory judgment action, that LICENSEE does not wish to exercise either of the foregoing rights in Section 8.2.1, LICENSEE shall provide MSK with written notice that LICENSEE declines such right, and after receiving such notice, MSK shall have the secondary right to undertake such infringement action or defend against such challenge.
Secondary Right. If Adicet fails to cause the termination of an Infringement as set forth in the preceding Section 8.5.1(b), and fails to initiate a Proceeding with respect thereto no later than [***] after receipt of notice thereof, then CRISPR will have the right, but not the obligation, to institute, prosecute, and control a Proceeding with respect to enforcement of the relevant Joint Patents. Adicet will have the right to engage counsel of its own choice in connection with such Proceeding at its own expense. CRISPR will provide Adicet with prompt written notice of the commencement of any such Proceeding, and CRISPR will keep Adicet apprised of the progress of such Proceeding.
Secondary Right. If [***] fails to cause the termination of an infringement of the Joint Patents and fails to initiate a Proceeding with respect thereto no later than [***] days after receipt of notice thereof, [***] will have the right, but not the obligation, to institute, prosecute, and control a Proceeding with respect to enforcement of the relevant Joint Patents. [***] will have the right to engage counsel of its own choice in connection with such Proceeding [***]. [***] will provide [***] with prompt written notice of the commencement of any such Proceeding, and [***] will keep [***] apprised of the progress of such Proceeding.
Secondary Right. If LICENSEE does not take action to enforce the Patent Rights against Infringement pursuant to Section 8.2(a), and has not commenced negotiations with the infringer for the discontinuance of said Infringement, then, within [****] after notification of the existence of an Infringement has been given to MSK/MIT pursuant to Section 8.1, MSK/MIT may elect to enforce the Patent Rights against such Infringement. Upon written request from MSK/MIT, LICENSEE agrees to join as a co-plaintiff in the action. Should MSK/MIT elect to bring suit against an infringer and LICENSEE is joined as party plaintiff in any such suit, LICENSEE shall have the right to approve the counsel selected by MSK/MIT to represent MSK/MIT and LICENSEE, such approval not to be unreasonably withheld. Any and all expenses, including reasonable attorneys’ fees, incurred by LICENSEE with respect to the prosecution, adjudication and/or settlement of such suit, including any related appeals, shall be paid for entirely by MSK/MIT and MSK/MIT shall hold LICENSEE free, clear and harmless from and against any and all such expenses. MSK/MIT shall not compromise or settle such litigation without the prior written consent of LICENSEE, which consent shall not be unreasonably withheld or delayed. In the event MSK/MIT exercises its right to ▇▇▇ pursuant to this Section 8.2(b), it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all Litigation Expenses . If, after such reimbursement, any funds shall remain from said recovery, then LICENSEE shall receive an amount equal to [****] of such funds and the remaining [****] of such funds shall be retained by MSK/MIT. [****] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Secondary Right. In the event that ▇▇▇▇▇▇ fails to commence, within ninety (90) days after the Infringement Notice Date, a lawsuit regarding such alleged infringement, Atricure shall have the right to prosecute such a lawsuit.