Common use of Coordination/Cooperation Clause in Contracts

Coordination/Cooperation. Subject to Section 13.5.2(c), […***…] shall have the right to settle (and, with respect to any claim, suit or proceeding for which […***…], […***…] shall have the right to […***…]) any claim of invalidity or unenforceability of any of the […***…] Patents. In connection with any activities with respect to a defense, claim or counterclaim relating to a […***…] Patent pursuant to this Section 13.5, the Party defending such Patent shall (a) consider in good faith any comments from the other Party and (b) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed in connection with such defense, claim or counterclaim. Without limiting the foregoing, each Party agrees to cooperate fully in any invalidity or unenforceability claim under this Section 13.5, including by making the inventors, applicable records and documents (including laboratory notebooks), as applicable, with respect to the relevant Patents available to the defending Party at the defending Party’s request; provided that, with respect to […***…], […***…] shall not be required to […***…]. Each Party shall, and shall cause its Affiliates to, assist and cooperate with the defending Party, as the defending Party may reasonably request from time to time in connection with its activities set forth in this Section 13.5, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours.

Coordination/Cooperation. Subject to Section 13.5.2(c13.1.2(c), […***…] shall have the right to settle (and, with respect to any claim, suit or proceeding Infringement action for which […***…], […***…] shall have the right to […***…]) any claim of invalidity or unenforceability of Infringement claim. Each Party shall cooperate fully with the Enforcing Party in any of the […***…] Patents. In connection with any activities with respect to a defense, claim or counterclaim relating to a […***…] Patent Infringement action pursuant to this Section 13.5, the Party defending such Patent shall (a) consider in good faith any comments from the other Party and (b) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed in connection with such defense, claim or counterclaim. Without limiting the foregoing, each Party agrees to cooperate fully in any invalidity or unenforceability claim under this Section 13.513.1, including by making the inventors, applicable records and documents (including laboratory notebooks), as applicable, with respect to the relevant Patents available to the defending Enforcing Party at the defending Enforcing Party’s request; provided that, with respect to […***…], […***…] shall not be required to […***…]. Each Party shall, and shall cause its Affiliates to, assist and cooperate with the defending Enforcing Party, as the defending Enforcing Party may reasonably request from time to time time, in connection with its activities set forth in this Section 13.513.1, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours. The Enforcing Party shall (a) consider in good faith any comments from the other Party with respect to any Infringement action and (b) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed in connection with such action.