Common use of By the Parties Clause in Contracts

By the Parties. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination, or other attack upon the validity, title, or enforceability of a Patent owned or controlled by a Third Party that covers, in the Licensed Territory, the Compound or the Licensed Product, or the manufacture, use, sale, offer for sale, or importation of the Compound or the Licensed Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 10.6, in which case the provisions of Section 10.6 shall govern), such Party shall so notify the other Party, and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Xxxxxx shall have the first right, but not the obligation, to bring in its sole control and at its sole expense such action in the Licensed Territory. If Xxxxxx does not bring such action within ** of notification thereof pursuant to this Section 10.7 (or earlier, if required by the nature of the proceeding), then Onconova shall have the right, but not the obligation, to bring, in Onconova’s sole control and at its sole expense, such action. The Party not bringing an action under this Section 10.7 shall join the action as a joint party plaintiff if required to enable the other Party to bring such action, at the other Party’s expense. Additionally, if appropriate, the Party not bringing an action under this Section 10.7 shall be entitled to separate representation, at its sole expense, in such proceeding by counsel of its own choice, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the Parties’ expenses in such action, and any remaining amounts shall be retained by the Party bringing such action.

By the Parties. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination, or other attack upon the validity, title, or enforceability of a Patent owned or controlled by a Third Party that covers, in the Licensed Territory, the Compound or the Licensed Product, or the manufacture, use, sale, offer for sale, or importation of the Compound or the Licensed Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 10.67.6, in which case the provisions of Section 10.6 7.6 shall govern), such Party shall so notify the other Party, and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Xxxxxx SymBio shall have the first right, but not the obligation, to bring in its sole control and at its sole expense such action in the Licensed Territory. If Xxxxxx SymBio does not bring such action within ** of notification thereof pursuant to this Section 10.7 7.7 (or earlier, if required by the nature of the proceeding), then Onconova shall have the right, but not the obligation, to bring, in Onconova’s sole control and at its sole expense, such action. The Party not bringing an action under this Section 10.7 7.7 shall join the action as a joint party plaintiff if required to enable the other Party to bring such action, at the other Party’s expense. Additionally, if appropriate, the Party not bringing an action under this Section 10.7 7.7 shall be entitled to separate representation, at its sole expense, in such proceeding by counsel of its own choice, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the Parties’ expenses in such action, and any remaining amounts shall be retained by the Party bringing such action.

By the Parties. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination, inter partes review or other attack upon the validity, title, or enforceability of a Patent owned or controlled by a Third Party that coversclaims, in the Licensed Territory, the Compound any Licensed Product Candidate or the Licensed Product, or the manufacture, use, sale, offer for sale, use or importation Commercialization of the Compound any Licensed Product Candidate or the Licensed Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 10.69.6, in which case the provisions of Section 10.6 9.6 shall govern), such Party shall so notify the other Party, and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Xxxxxx Baxalta shall have the first right, but not the obligation, to bring in its sole control and at its sole cost and expense such action in the Licensed Territory. If Xxxxxx Baxalta does not bring such action within [** of **] after notification thereof pursuant to this Section 10.7 9.7 (or earlier, if required by the nature of the proceeding), then Onconova Precision shall have the right, but not the obligation, to bring, in OnconovaPrecision’s sole control and at its sole cost and expense, such action. The [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. FINAL EXECUTION VERSION CONFIDENTIAL Party not bringing an action under this Section 10.7 9.7 shall join the action as a joint party plaintiff if required to enable the other Party to bring such action, at the other Party’s sole cost and expense. Additionally, if appropriate, the Party not bringing an the applicable action under this Section 10.7 9.7 shall be entitled to separate representation, at its sole cost and expense, in such proceeding by counsel of its own choice, and shall reasonably cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the Parties’ expenses in such action, and any remaining amounts shall be retained by the Party bringing such action.

By the Parties. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination, or other attack upon the validity, title, or enforceability of a Patent owned or controlled by a Third Party that coversCovers, in the Licensed Territory, the Compound or Licensed Product in the Licensed ProductField, or the manufacture, use, sale, offer for sale, or importation of the Compound or Licensed Product in the Licensed Product Field (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 10.67.6, in which case the provisions of Section 10.6 7.6 shall govern), such Party shall so notify the other Party, and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Xxxxxx [***] shall have the first right, but not the obligation, to bring in its sole control and at its sole expense such action in the Licensed Territory. If Xxxxxx [***] does not bring such action within [** **] of notification thereof pursuant to this Section 10.7 7.7 (or earlier, if required by the nature of the proceeding), then Onconova [***] shall have the right, but not the obligation, to bring, in Onconova’s [***] sole control and at its sole expense, such action. The Party not bringing an action under this Section 10.7 7.7 shall join the action as a joint party plaintiff if required to enable the other Party to bring such action, at the other Party’s expense. Additionally, if appropriate, the Party not bringing an action under this Section 10.7 7.7 shall be entitled to separate representation, at its sole expense, in such proceeding by counsel of its own choice, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the Parties’ expenses in such action[***], and any remaining amounts shall be retained by the Party bringing such action[***].

By the Parties. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination, or other attack upon the validity, title, or enforceability of a Patent owned or controlled by a Third Party that coversCovers, in the Licensed Territory, the Compound or Licensed Product in the Licensed ProductField, or the manufacture, use, sale, offer for sale, or importation of the Compound or Licensed Product in the Licensed Product Field (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 10.67.6, in which case the provisions of Section 10.6 7.6 shall govern), such Party shall so notify the other Party, and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Xxxxxx [***] shall have the first right, but not the obligation, to bring in its sole control and at its sole expense such action in the Licensed Territory. If Xxxxxx [***] does not bring such action within [** **] of notification thereof pursuant to this Section 10.7 7.7 (or earlier, if required by the nature of the proceeding), then Onconova [***] shall have the right, but not the obligation, to bring, in Onconova’s [***] sole control and at its sole expense, such action. The Party not bringing an action under this Section 10.7 7.7 shall join the action as a joint party plaintiff if required to enable the other Party to bring such action, at the other Party’s expense. Additionally, if [***] 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. appropriate, the Party not bringing an action under this Section 10.7 7.7 shall be entitled to separate representation, at its sole expense, in such proceeding by counsel of its own choice, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the Parties’ expenses in such action[***], and any remaining amounts shall be retained by the Party bringing such action[***].

By the Parties. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination, or other attack upon the validity, title, or enforceability of a Patent owned or controlled by a Third Party that covers, in the Licensed Territory, the Compound or the Compound, Drug Product and/or Licensed Product, or the manufacture, use, sale, offer for sale, or importation of the Compound or the Compound, Drug Product and/or Licensed Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 10.6, in which case the provisions of Section 10.6 shall govern), such ** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. **** Indicates that the amount of information omitted was a page or more in length, and such information has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions Party shall so notify the other Party, and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Xxxxxx shall have the first right, but not the obligation, to bring in its sole control and at its sole expense such action in the Licensed Territory. If Xxxxxx does not bring such action within ** thirty (30) days of notification thereof pursuant to this Section 10.7 (or earlier, if required by the nature of the proceeding), then Onconova CTI shall have the right, but not the obligation, to bring, in OnconovaCTI’s sole control and at its sole expense, such action. The Party not bringing an action under this Section 10.7 shall join the action as a joint party plaintiff if required to enable the other Party to bring such action, at the other Party’s expense. Additionally, if appropriate, the Party not bringing an action under this Section 10.7 shall be entitled to separate representation, at its sole expense, in such proceeding by counsel of its own choice, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the Parties’ expenses in such action, and any remaining amounts shall be retained by the Party bringing such action.