Example ContractsClausesStep-in Right
Step-in Right
Step-in Right contract clause examples

Step-In Right. If Huadong does not initiate a suit or take other appropriate action that it has the initial right to initiate or take with respect to an Infringement Claim pursuant to [Section 7.4(b)], then vTv may, in its discretion, provide Huadong with notice of vTv’s intent to initiate a suit or take other appropriate action. If vTv provides such notice and Huadong does not initiate a suit or take such other appropriate action within thirty (30) days after receipt of such notice from vTv, then vTv shall have the right to initiate a suit or take other appropriate action that it believes is reasonably required to protect the vTv Intellectual Property. Any suit by vTv shall be either in the name of vTv or its Affiliate, the name of Huadong or its Affiliate, or jointly by Huadong, vTv and their respective Affiliates, as may be required by the [[Organization B:Organization]] of the forum. For this purpose, Huadong shall execute such legal papers and cooperate in the prosecution of such suit as may be reasonably requested by vTv; provided, that vTv shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by Huadong in connection with such cooperation.

Step-In Right. If Newsoara does not initiate a suit or take other appropriate action that it has the initial right to initiate or take with respect to an Infringement Claim pursuant to [Section 7.3(b)], then vTv may, in its discretion, provide Newsoara with notice of vTv’s intent to initiate a suit or take other appropriate action. If vTv provides such notice and Newsoara does not initiate a suit or take such other appropriate action within thirty (30) days after receipt of such notice from vTv, then vTv shall have the right to initiate a suit or take other appropriate action that it believes is reasonably required to protect the vTv Intellectual Property. Any suit by vTv shall be either in the name of vTv or its Affiliate, the name of Newsoara or its Affiliate, or jointly by Newsoara, vTv and their respective Affiliates, as may be required by the [[Organization A:Organization]] of the forum. For this purpose, Newsoara shall execute such legal papers and cooperate in the prosecution of such suit as may be reasonably requested by vTv; provided that vTv shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by Newsoara in connection with such cooperation.

Step-In Right. If TransTech fails to initiate a suit or take other appropriate action that it has the initial right to initiate or take pursuant to [Section 5.3(b)] within sixty (60) days after becoming aware of the basis for such suit or action, or, in the case that a Third Party files a Paragraph IV Claim, within twenty (20) days after receipt of the written notice pursuant to [Section 5.3(a)] or desires to cease to continue any such action to stop such infringement or fails to agree to be responsible for all associated costs as set forth in such Section, then Novo shall have the right to initiate or continue a suit or take other appropriate action that it believes is reasonably required to protect the Novo Patent Rights.

Step-In Right. If Cara does not initiate a lawsuit or take other reasonable action intended to cause a Field Infringement of Licensed Patent Rights or jointly-owned Patent Rights against a Field Infringement in the Licensed Territory to cease and obtain remedies for the harm resulting therefrom, pursuant to [Section 7.4(b)], within one hundred ​ of actual notice provided under [Section 7.4(a)] with respect to any such Field Infringement, then VFMCRP shall have the right, but not the obligation, to initiate such lawsuit or take such other action, after providing ​ notice to Cara and giving good faith consideration to the Cara’s reason(s) for not initiating a lawsuit or taking other action. For this purpose, Cara shall cooperate in the prosecution of such suit as may be reasonably requested by VFMCRP, including joining any action as party-plaintiff at VFMCRP’s request if required for VFMCRP to have standing to bring such suit; provided, that VFMCRP shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) of Cara incurred in connection with such cooperation.

Step-In Right. If, within ​ following the date the Infringement Notice was provided, infringing activity of potential commercial significance has not been abated and if Licensee has not brought suit against the infringer, then Institute may Institute suit for patent infringement against the infringer. If Institute institutes such suit, then Licensee may not join such suit without the prior written consent of Institute and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Institute’s suit or any judgment rendered in such suit.

Acorda Step-In Right. If Licensee does not commence and vigorously pursue a legal action to enjoin such infringement described in Section 9.3(b)(ii) within ​ (or such shorter period of time as required by applicable Law to avoid loss of material enforcement rights) of being notified or otherwise becoming aware of such infringement, Acorda may, at its expense, commence the action. Licensee shall join in such action as a party at Acorda’s request and expense in the event that an adverse party asserts, the court rules or other Laws provide, or Acorda determines in good faith, that a court would lack jurisdiction based on Licensee’s absence as a party in such suit, but control of such action shall remain with Acorda. At Acorda’s reasonable request and expense, Licensee shall provide reasonable assistance to Acorda in connection with such action. Any recoveries resulting from such an action shall be retained by Acorda.

Step-In Right. If Lyra elects not to continue to Prosecute a given Patent Right within the Licensed Patent Rights or Joint Patent Rights in the Territory pursuant to Section 7.2(a) (In the Territory), then Lyra will give Lian notice thereof within a reasonable period (but not less than ​ days) prior to allowing such Patent Rights to lapse or become abandoned or unenforceable, and Lian will have the right, but not the obligation, to assume the Prosecution of such Patent Rights in such Region, including paying any required fees to maintain such Patent Rights in such Region, all at Lian’s sole expense and through patent counsel or agents of its choice. Upon transfer of Lyra’s responsibility for Prosecuting any of the Patent Rights to Lian under this [Section 7.2(b)] (Step-In Right), # Lyra will promptly deliver to Lian copies of all necessary files related to the Patent Rights with respect to which responsibility has been transferred and will take all actions and execute all documents reasonably necessary for Lian to assume such Prosecution, and # such Patent Right shall no longer extend the Royalty Term pursuant to [Section 6.2(b)] (Royalty Term).

Licensee Step-In Right. If Acorda does not commence and vigorously pursue a legal action to enjoin such infringement within ​ (or such shorter period of time as required by applicable Law to avoid loss of material enforcement rights) of being notified or otherwise becoming aware of such infringement, Licensee may, at its expense, commence the action. Acorda shall join in such action as a party at Licensee’s request and expense in the event that an adverse party asserts, the court rules or other Laws provide, or Licensee determines in good faith, that a court would lack jurisdiction based on Acorda’s absence as a party in such suit, but control of such action shall remain with Licensee. At Licensee’s reasonable request and expense, Acorda shall provide reasonable assistance to Licensee in connection with such action. Any recoveries resulting from such an action shall be retained by Licensee. For the avoidance of doubt, with respect to any actual or suspected infringement of the Licensee Patent Rights by a Third Party making, using or selling in the Territory a product that is or may be competitive with the Licensed Product in the Territory in the Field, Licensee shall have the right to initiate a legal action to enforce any such Licensee Patent Right.

Step-In Right. If, within [ * ] days following the date the Infringement Notice was provided, infringing activity of potential commercial significance has not been abated and if Licensee has not brought suit against the infringer, then Institute may Institute suit for patent infringement against the infringer. If Institute Institutes such suit, then Licensee may not join such suit without the prior written consent of Institute and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Institute’s suit or any judgment rendered in such suit.

Step-in Rights. The applicable Prosecuting Party for any Patent for which it has the first (but not sole) right to Prosecute and Maintain shall notify the Patent Working Group in writing of its intention to suspend or cease any Prosecution and Maintenance of any such Patent at least ​ prior to any filing or payment due date, or any other due date that requires action, in connection with the ongoing Prosecution and Maintenance of such Patent. In such event, the Prosecuting Party shall permit the other Party, at the other Party’s discretion and at its sole expense, to continue Prosecution and Maintenance of such Patent, and will take all actions and execute all documents reasonably necessary for the other Party to assume such Prosecution and Maintenance as the Prosecuting Party for such Patent. Without limiting the foregoing, if a Party is the Prosecuting Party of any Joint Patent that it intends to abandon, then the other Party shall have the option to elect by providing written notice to the Patent Working Group to ​ continue Prosecution and Maintenance of such Joint Patent ​, as contemplated above ​. Upon receipt of such request, the Prosecuting Party ​. Following any ​, subject in all cases to the rights and licenses granted by the Parties hereunder.

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