Common use of Defense and Enforcement Clause in Contracts

Defense and Enforcement. Within a period of [***] days (“Decision Period”) after either party (i) provides or receives such written notice with respect to its Patents and (ii) such notice relates to the (a) Compound and/or Product in the Field or (b) an IGF-1R antibody of a third party in the Field (“Affected Patents”), the party that has the first right to enforce any such Affected Patents as set forth on Schedule 11.6(b) (the “First Party”) that are allegedly infringed, in its sole discretion, shall decide whether or not to initiate a suit or take other appropriate action with respect to any allegedly infringing activities in the Field (including without limitation defending any assertion or challenge) and shall notify the other party in writing of its decision in writing (“Suit Notice”). ***Certain Confidential Information Omitted If the First Party for its Affected Patents are allegedly infringed decides to bring a suit or take action with respect to any allegedly infringing activities in the Field and provides a respective Suit Notice, then such party may immediately commence such suit or take such action. If such party (i) does not in writing advise the other party within the Decision Period that it will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, then the other party shall thereafter have the right to commence suit or take action with respect to any allegedly infringing activities in the Field and shall provide written notice to the party whose Affected Patents are allegedly infringed of any such suit commenced or action taken by the other party. Upon written request, the party bringing suit or taking action (“Initiating Party”) shall keep the other party informed of the status of any such suit or action and shall provide the other party with copies of all substantive documents and communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to control any such suit or action, including but not limited to selecting counsel for any such suit or action. If each of the parties elects to be an Initiating Party with respect to the same allegedly infringing activities within the Field, then the parties shall meet and agree on how to manage the resulting suits and actions (including with respect to the process set forth in Section 11.7). If River Vision is the Initiating Party with respect to the Compound Patent, upon Roche request, River Vision and Roche shall jointly agree in good faith on the strategy on how to bring suit or take action with respect to such Compound Patent, such discussions to be held in good faith, and failure to agree shall not jeopardize timing regarding any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including, without limitation, the Initiating Party’s attorneys’ fees, damages and court costs. If the Initiating Party believes it reasonably necessary, upon written request the other party shall join as a party to the suit or action, but shall be under no obligation to participate, except to the extent that such participation is required as the result of its being a named party to the suit or action. Alternatively, at the Initiating Party’s request, the other party will bring the suit or action in the other party’s name, if the Initiating Party reasonably believes that the Initiating Party does not have standing to bring the suit or action, and in such event, the Initiating Party will still control the suit or action as provided above. At the Initiating Party’s written request, the other party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party except for reimbursement of reasonable out-of-pocket expenses incurred by the other party in rendering such assistance. The other party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party shall not settle, agree to a consent judgment or otherwise voluntarily dispose of the suit or action without the written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided that if River Vision is the Initiating Party, any such consent from Roche is not required if River Vision grants a permitted sub-license under Sections 2.5 and 3. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized as a result of litigation described in this Section 11.6 (whether by way of settlement or otherwise) will be first allocated to reimbursement of unreimbursed legal fees and expenses incurred by the Initiating Party(ies), then toward reimbursement of any unreimbursed legal fees and expenses of the other party if not an Initiating Party, and then the remainder will be shared between the parties by allocating (i) [***]% to River Vision ***Certain Confidential Information Omitted and [***] to Roche for those Affected Patents infringed where River Vision is the Initiating Party, (ii) [***]% to Roche and [***] to Roche for those Affected Patents infringed where Roche is the Initiating Party, and (iii) if there are Affected Patents infringed for which River Vision is the Initiating Party for one or more of those Affected Patents and Roche is the Initiating Party for one or more of those Patents[***].

Defense and Enforcement. Within a period of [***] days (“Decision Period”) after either party (i) provides or receives such written notice with respect to its Patents and (ii) such notice relates to the (a) Compound and/or Product in the Field or (b) an IGF-1R antibody of a third party in the Field (“Affected PatentsDecision Period”), the party that has the first right to enforce any such Affected Patents as set forth on Schedule 11.6(b) (the “First Party”) that are allegedly infringed, in its sole discretion, shall decide whether or not to initiate a suit or take other appropriate action with respect to any allegedly infringing activities in the Field (including without limitation defending any assertion or challenge) and shall notify the other party in writing of its decision in writing (“Suit Notice”). ***Certain Confidential Information Omitted If the First Party for its Affected Patents are allegedly infringed decides to bring a suit or take action with respect to any allegedly infringing activities in the Field and provides a respective Suit Notice, then such party may immediately commence such suit or take such action. If such party (i) does not in writing advise the other party within the Decision Period that it will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, then the other party shall thereafter have the right to commence suit or take action with respect to any allegedly infringing activities in the Field and shall provide written notice to the party whose Affected Patents are allegedly infringed of any such suit commenced or action taken by the other party. ***Certain Confidential Information Omitted LICENSE AGREEMENT Upon written request, the party bringing suit or taking action (“‘Initiating Party”’) shall keep the other party informed of the status of any such suit or action and shall provide the other party with copies of all substantive documents and communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to control any such suit or action, including but not limited to selecting counsel for any such suit or action. If each of the parties elects to be an Initiating Party with respect to the same allegedly infringing activities within the Field, then the parties shall meet and agree on how to manage the resulting suits and actions (including with respect to the process set forth in Section 11.7). If River Vision is the Initiating Party with respect to the Compound Patent, upon Roche request, River Vision and Roche shall jointly agree in good faith on the strategy on how to bring suit or take action with respect to such Compound Patent, such discussions to be held in good faith, and failure to agree shall not jeopardize timing regarding any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including, without limitation, the Initiating Party’s attorneys’ fees, damages and court costs. If the Initiating Party believes it reasonably necessary, upon written request the other party shall join as a party to the suit or action, but shall be under no obligation to participate, except to the extent that such participation is required as the result of its being a named party to the suit or action. Alternatively, at the Initiating Party’s request, the other party will bring the suit or action in the other party’s name, if the Initiating Party reasonably believes that the Initiating Party does not have standing to bring the suit or action, and in such event, the Initiating Party will still control the suit or action as provided above. At the Initiating Party’s written request, the other party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party except for reimbursement of reasonable out-of-pocket expenses incurred by the other party in rendering such assistance. The other party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party shall not settle, agree to a consent judgment or otherwise voluntarily dispose of the suit or action without the written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided that if River Vision is the Initiating Party, any such consent from Roche is not required if River Vision grants a permitted sub-license under Sections 2.5 and 3. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized as a result of litigation described in this Section 11.6 (whether by way of settlement or otherwise) will be first allocated to reimbursement of unreimbursed legal fees and expenses incurred by the Initiating Party(ies), then toward reimbursement of any unreimbursed legal fees and expenses of the other party if not an Initiating Party, and then the remainder will be shared between the parties by allocating (i) [***]% to River Vision ***Certain Confidential Information Omitted and [***] to Roche for those Affected Patents infringed where River Vision is the Initiating Party, (ii) [***]% to Roche and [***] to Roche for those Affected Patents infringed where Roche is the Initiating Party, and (iii) if there are Affected Patents infringed for which River Vision is the Initiating Party for one or more of those Affected Patents and Roche is the Initiating Party for one or more of those Patents, [***].. ***Certain Confidential Information Omitted LICENSE AGREEMENT

Defense and Enforcement. Within (a) The Enforcing Party shall, at its sole cost and expense (i.e., not subject to the cost and profit sharing under the Collaboration as described in the Financial Exhibit, but subject to any agreement of the Parties pursuant to Section 9.2.3(b)), use Commercially Reasonable Efforts to enforce against infringements in the Field by a period of [***] days (“Decision Period”) after either party Third Party in any jurisdiction, and to defend, the Patents in the Licensed Technology or Collaboration IP, that are solely owned by such Party or jointly owned by the Parties to the extent (i) provides the infringement (or receives such written notice with respect challenge to its Patents and the Patent) is having (or is reasonably expected to have) a material adverse impact on the profits, exclusivity, or marketing for Collaboration Products under the Collaboration, (ii) such notice relates the enforcement or defense is reasonably expected to remedy the issue, and (aiii) Compound and/or Product the expected benefit of the defense or enforcement reasonably justifies the expected cost. The non-enforcing Party shall provide the Enforcing Party with reasonable assistance and cooperation in connection with the Enforcing Party’s efforts to terminate any infringement in the Field Field, at the non-enforcing Party’s own expense, including joining such actions as a party plaintiff and taking such other actions as are required to bring, maintain or (b) an IGF-1R antibody of a third party in the Field (“Affected Patents”), the party that has the first right to enforce any such Affected Patents as set forth on Schedule 11.6(b) (the “First Party”) that are allegedly infringed, in its sole discretion, shall decide whether or not to initiate a suit or take other appropriate action with respect to any allegedly infringing activities in the Field (including without limitation defending any assertion or challenge) and shall notify the other party in writing of its decision in writing (“Suit Notice”). ***Certain Confidential Information Omitted If the First Party for its Affected Patents are allegedly infringed decides to bring a suit or take action with respect to any allegedly infringing activities in the Field and provides a respective Suit Notice, then such party may immediately commence such suit or take pursue such action. If such party (i) does not in writing advise Without limiting the other party within foregoing, the Decision Period that it will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, then the other party Enforcing Party shall thereafter have the right to commence suit or take join the non-enforcing Party as a party plaintiff. The Enforcing Party shall exclusively control the action with respect to any allegedly infringing activities in and the Field and shall provide written notice to the party whose Affected Patents are allegedly infringed of any such suit commenced or action taken by the other party. Upon written request, the party bringing suit or taking action (“Initiating Party”) shall keep the other party informed settlement of the status of any such suit or action and shall provide the other party with copies of all substantive documents and communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to control any such suit or action, including but not limited to selecting counsel for any such suit or action. If each of the parties elects to be an Initiating Party with respect to the same allegedly infringing activities within the Field, then the parties shall meet and agree on how to manage the resulting suits and actions (including with respect to the process set forth in Section 11.7). If River Vision is the Initiating Party with respect to the Compound Patent, upon Roche request, River Vision and Roche shall jointly agree provided that it will consider in good faith on the strategy on how to bring suit or take action with respect to such Compound Patent, such discussions to be held in good faith, feedback and failure to agree shall not jeopardize timing regarding any such suit or action. The Initiating Party shall, except as provided below, pay all expenses input of the suit or action, including, without limitationnon-enforcing Party. Subject to the control of the Enforcing Party, the Initiating Party’s attorneys’ fees, damages and court costs. If the Initiating non-enforcing Party believes it reasonably necessary, upon written request the other party shall join as a party to the suit or action, but shall be under no obligation to participate, except to the extent that such participation is required as the result of its being a named party to the suit or action. Alternatively, at the Initiating Party’s request, the other party will bring the suit or action in the other party’s name, if the Initiating Party reasonably believes that the Initiating Party does not have standing to bring the suit or action, and in such event, the Initiating Party will still control the suit or action as provided above. At the Initiating Party’s written request, the other party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party except for reimbursement of reasonable out-of-pocket expenses incurred by the other party in rendering such assistance. The other party shall have the right to participate and be represented in any such suit or action by contemplated in this Section 9.2.3 to terminate an infringement in the Field with its own counsel counsel, at its own expense. The Initiating Party Any recovery in an action or settlement shall not settle, agree to a consent judgment or otherwise voluntarily dispose be reduced by the out of pocket costs and expenses of the suit or action without Enforcing Party incurred in pursuing the written consent of the other partyaction, which consent shall not be unreasonably withheld or delayed; provided that if River Vision is the Initiating Party, any such consent from Roche is not required if River Vision grants a permitted sub-license under Sections 2.5 and 3. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized as a result of litigation described in this Section 11.6 (whether by way of settlement or otherwise) will be first allocated to reimbursement of unreimbursed legal fees costs and expenses incurred by the Initiating Party(ies)non-enforcing Party that the Enforcing Party has agreed in writing to reimburse. Except to the extent otherwise agreed pursuant to Section 9.2.3(b) for Joint Patents, then toward reimbursement of any unreimbursed legal fees and expenses the Enforcing Party shall retain one hundred percent (100%) of the other party if not an Initiating Party, and then remainder of the remainder will be shared between the parties by allocating (i) [***]% to River Vision ***Certain Confidential Information Omitted and [***] to Roche for those Affected Patents infringed where River Vision is the Initiating Party, (ii) [***]% to Roche and [***] to Roche for those Affected Patents infringed where Roche is the Initiating Party, and (iii) if there are Affected Patents infringed for which River Vision is the Initiating Party for one or more of those Affected Patents and Roche is the Initiating Party for one or more of those Patents[***]recovery.