Common use of Actual or Threatened Infringement Clause in Contracts

Actual or Threatened Infringement. In the event either ADM Sub or MBX becomes aware of any possible infringement or unauthorized possession, knowledge or use of any Technology, which is the subject matter of this Agreement, in the Field (collectively, an "Infringement"), that Party shall promptly notify the other Party and provide it with available details. ADM Sub hereby reserves the exclusive right (but not obligation) to take whatever action it deems appropriate to prevent or terminate any third party infringement of ADM Sub Patent Rights claiming the ADM Sub Technology. MBX hereby reserves the exclusive right (but not obligation) to take whatever action it deems appropriate to prevent or terminate any third party infringement of MBX Patent Rights claiming the MBX Technology. Notwithstanding the foregoing, during the term, if either ADM Sub or MBX (the "Defending Party") decides to take any action to prevent or terminate any Third Party infringement of its Patent Rights within the Field, it shall first give notice to the other Party (the "Neutral Party") and, if the Neutral Party can produce a written legal opinion of an independent patent attorney concluding that there is a reasonable likelihood that such Third Party could, in good faith, in connection with such action, allege that a claim or claims within Patent Rights Controlled by the Neutral Party are invalid or unenforceable, then the Defending Party shall not take such action against such Third Party without the prior, written consent of the Neutral Party. ADM Sub and MBX, sharing expenses equally and acting through patent attorneys or agents agreed upon by them, shall take whatever action they shall agree upon to prevent or terminate any third party infringement of Patent Rights relating to Joint Alliance Technology; provided, however, that if the Parties cannot agree, MBX shall have the right to make the final determination with respect to third party infringement within the Field. In all cases, all decisions by a Party pursuant to this Section 11.2 shall be made in good faith and in the best interest of the Commercial Alliance.

Actual or Threatened Infringement. In the event either ADM Sub or MBX Party becomes aware of any possible infringement or unauthorized possession, knowledge or use of any Technology, which is the subject matter of this Agreement, in the Field (collectively, an "Infringement"), that Party shall promptly notify the other Party and provide it with available details. ADM Sub hereby reserves the exclusive right (but not obligation) to take whatever action it deems appropriate to prevent or terminate any third party infringement of ADM Sub Patent Rights claiming the ADM Sub Technology, at ADM Sub's cost. MBX hereby reserves the exclusive right (but not obligation) to take whatever action it deems appropriate to prevent or terminate any third party infringement of MBX Patent Rights claiming the MBX Technology, at MBX's cost. Notwithstanding the foregoing, during the term, if either ADM Sub or MBX Party (the "Defending Party") decides to take any action to prevent or terminate any Third Party third party infringement of its Patent Rights within the Field, it shall first give notice to the other Party (the "Neutral Party") and, if the Neutral Party can produce a written legal opinion of an independent patent attorney concluding that there is a reasonable likelihood that such Third Party third party could, in good faith, in connection with such action, allege that a claim or claims within Patent Rights Controlled by the Neutral Party are invalid or unenforceable, then the Defending Party shall not take such action against such Third Party third party without the prior, written consent of the Neutral Party. ADM Sub and MBXThe Parties, sharing expenses equally and acting through patent attorneys or agents agreed upon by themthe Parties, shall take whatever action they shall agree upon to prevent or terminate any third party infringement of Patent Rights relating to Joint Alliance Program Technology; , provided, however, that if the Parties cannot agree, MBX shall have the right to make the final determination with respect * CONFIDENTIAL TREATMENT REQUESTED to third party infringement within the Field. In all cases, all decisions by a Party pursuant to this Section 11.2 9.2 shall be made in good faith and in the best interest of the Commercial AllianceTechnology Alliance Program.

Actual or Threatened Infringement. 6.8.1 In the event either ADM Sub or MBX Party becomes aware of any possible infringement or unauthorized possession, knowledge or use of any patents, copyrights, or technology of others, Patents, Confidential Information, Hyseq Technology, which is ACY Technology, a Party's copyrights, the subject matter ACY Database, the ACY Materials, or other technology of this Agreement, in the Field ACY (collectively, an "Infringement"), that Party shall promptly notify the other Party and provide it with available full details. ADM Sub hereby reserves ACY shall be responsible for the exclusive right prosecution, prevention or termination of any such Infringement, at ACY's expense, in those instances where ACY is the owner of the underlying information or intellectual property (but solely or jointly with Hyseq) that is the subject of such Infringement or has been exclusively or co-exclusively licensed same hereunder. Hyseq shall be responsible for the prosecution, prevention or termination of any such Infringement, at Hyseq's expense, in all other instances. If Hyseq does not obligation) commence an action to prosecute, or otherwise take whatever action it deems appropriate steps to prevent or terminate any third party infringement of ADM Sub Patent Rights claiming an Infringement within one hundred and twenty (120) days from such notice, then ACY shall have the ADM Sub Technology. MBX hereby reserves the exclusive right (but not obligation) and option to take whatever such reasonable action it deems as considered appropriate to prosecute, prevent or terminate such Infringement. If ACY does not commence an action to prosecute, or otherwise take steps to prevent or terminate any third party infringement an Infringement where Hyseq is the joint owner of MBX Patent Rights claiming the MBX Technology. Notwithstanding the foregoingunderlying information or intellectual property and same is not licensed exclusively to ACY, during the term, if either ADM Sub or MBX within one hundred and twenty (the "Defending Party"120) decides to take any action to prevent or terminate any Third Party infringement of its Patent Rights within the Field, it shall first give notice to the other Party (the "Neutral Party") and, if the Neutral Party can produce a written legal opinion of an independent patent attorney concluding that there is a reasonable likelihood that days from such Third Party could, in good faith, in connection with such action, allege that a claim or claims within Patent Rights Controlled by the Neutral Party are invalid or unenforceablenotice, then the Defending Party shall not take such action against such Third Party without the prior, written consent of the Neutral Party. ADM Sub and MBX, sharing expenses equally and acting through patent attorneys or agents agreed upon by them, shall take whatever action they shall agree upon to prevent or terminate any third party infringement of Patent Rights relating to Joint Alliance Technology; provided, however, that if the Parties cannot agree, MBX Hyseq shall have the right and option to make take such reasonable action as considered appropriate to prosecute, prevent or terminate such Infringement. If either Party lacks standing to bring suit, * denotes request for confidential treatment or otherwise determines that it is necessary or desirable for the final determination with respect other to third party infringement within join any such suit, action or proceeding, the Field. In second Party shall execute all cases, all decisions by a Party pursuant to this Section 11.2 shall papers and perform such other acts as may be made in good faith and reasonably required in the best interest of the Commercial Alliancecircumstances.