Common use of Enforcement Actions Clause in Contracts

Enforcement Actions. MedImmune shall have the sole right at its sole expense and in its sole discretion to control the enforcement of the Licensed Patents (other than the ADCT Development Patents set forth in Sections 3.1.2 (b) and 3.1.2 (c)) against infringers. In any enforcement action filed by MedImmune under this Section, ADCT agrees to be joined as a party, at MedImmune’s expense, if a court of competent jurisdiction determines that it is necessary to do so. If ADCT notifies MedImmune of the alleged infringing activity by a Third Party pursuant to this Section and MedImmune in good faith does not believe that the Third Party is infringing any of the Licensed Patents, then upon written request of MedImmune and within thirty (30) days following receipt of ADCT’s notice, the Parties shall meet to discuss in good faith the merits of the infringement. In the event that the Parties cannot agree as to whether an infringement exists, despite reasonable good faith efforts, the Parties shall agree on an independent patent attorney located in the jurisdiction where the alleged infringement is occurring who shall determine whether, in such attorney’s opinion, there is no possibility of literal infringement existing as alleged by ADCT. The independent attorney shall provide its opinion orally to both Parties at the same time (unless the Parties mutually agree on a written opinion) and shall have entered into a joint defense or shared interest agreement with both Parties in advance of the engagement to protect work product and attorney-client privilege. The Parties shall share the expense of such attorney equally. Such attorney shall: (a) not previously have done any work for MedImmune or ADCT or any of their Affiliates; (b) have at least fifteen (15) years of experience; (c) not be reasonably objected to by either Party if such Party reasonably believes that the retention of such independent attorney would be prejudicial to its intellectual property interests; and (d) be subject to obligations of confidentiality no less onerous than those set forth in this Agreement. Both Parties shall, within five (5) Business Days of the retention of such attorney, submit the subject Licensed Patents and the identity of the alleged infringing product, and such patent attorney shall review such information and provide the oral opinion (unless the parties agree that such opinion shall be in writing) within forty-five (45) days of his or her retention. Unless such attorney determines that there is no possibility of literal infringement as alleged by ADCT, then MedImmune shall be obligated to enforce the subject Licensed Patent(s); otherwise MedImmune shall have no further obligation to pursue the matter.

Enforcement Actions. MedImmune (a) Indivior shall have the sole right initial right, but not the obligation, using counsel of its choice and at its sole expense and own cost to enforce the Addex Existing Patent Rights, Addex Development Patent Rights, Addex Overlapping Patent Rights, and/or Joint Patent Rights in its sole discretion to control the enforcement Field or defend any declaratory action with respect thereto, as well as any nullity, inventorship or other action brought in a judicial proceeding affecting the scope, validity, or enforceability of the Licensed Patents (Addex Existing Patent Rights, Addex Development Patent Rights, Addex Overlapping Patent Rights, or Joint Patent Rights. Indivior shall have sole control of any decisions or other than aspects of such action, subject to Section 7.4(b), and Addex shall, upon request, give to Indivior such reasonable assistance as Indivior may reasonably request, including by signing or executing any necessary Certain confidential information contained in this document, marked by brackets and asterisks, has been omitted pursuant to Rule 406 of the ADCT Development Patents set forth Securities Act of 1933, as amended. documents and consenting to its name being used in Sections 3.1.2 (b) the proceedings; provided that Indivior shall reimburse Addex for any reasonable out-of-pocket expenses incurred while providing such assistance and 3.1.2 (c)) provide an indemnity in respect of any costs order made against infringers. In any enforcement action filed Addex by MedImmune reason of lending its name to the proceedings, where such costs order did not result from Addex wrongdoing or from conduct that would require Addex to indemnify Indivior under this SectionAgreement. Indivior shall keep Addex reasonably informed of the progress of the action and shall consider the comments and observations of Addex in prosecuting the action. If Indivior does not, ADCT agrees to be joined as within [***] days of a partynotice from Addex requiring bringing or defending such action, institute or defend such an action, then Addex shall have the right, but not the obligation, at MedImmune’s expenseits own cost, if a court of competent jurisdiction determines that it is necessary to do so. If ADCT notifies MedImmune of commence proceedings or assume the alleged infringing activity by a Third Party pursuant to this Section and MedImmune in good faith does not believe that the Third Party is infringing any of the Licensed Patents, then upon written request of MedImmune and within thirty (30) days following receipt of ADCT’s notice, the Parties shall meet to discuss in good faith the merits of the infringement. In the event that the Parties cannot agree as to whether an infringement exists, despite reasonable good faith efforts, the Parties shall agree on an independent patent attorney located defense in the jurisdiction where Territory regarding the alleged infringement is occurring who shall determine whetheraction and, in such attorney’s opinioncase, there is no possibility Addex shall, subject to Section 7.4(b), have sole control of literal infringement existing as alleged by ADCT. The independent attorney shall provide its opinion orally to both Parties at the same time (unless the Parties mutually agree on a written opinion) and shall have entered into a joint defense any decisions or shared interest agreement with both Parties in advance other aspects of the engagement action, and Indivior shall, upon request, give to protect work product Addex such reasonable assistance as Addex may reasonably request; provided that Addex shall reimburse Indivior for any reasonable out-of-pocket expenses incurred while providing such assistance and attorney-client privilege. The Parties shall share the expense provide an indemnity in respect of any costs order made against Indivior in connection therewith, where such attorney equally. Such attorney shall: (a) costs order did not previously have done any work for MedImmune result from Indivior’s wrongdoing or ADCT or any of their Affiliatesfrom conduct that would require Indivior to indemnify Addex under this Agreement; (b) have at least fifteen (15) years of experience; (c) not be reasonably objected to by either Party if such Party reasonably believes provided further that the retention of such independent attorney would be prejudicial to its intellectual property interests; and (d) be subject to obligations of confidentiality no less onerous than those set forth nothing in this Agreement. Both Parties shallSection 7.4(a) shall oblige Indivior to lend its name to, within five (5) Business Days of or be joined in, any proceedings commenced by Addex pursuant to the retention of such attorney, submit the subject Licensed Patents and the identity of the alleged infringing product, and such patent attorney shall review such information and provide the oral opinion (unless the parties agree that such opinion shall be in writing) within forty-five (45) days of his or her retention. Unless such attorney determines that there is no possibility of literal infringement as alleged by ADCT, then MedImmune shall be obligated to enforce the subject Licensed Patent(s); otherwise MedImmune shall have no further obligation to pursue the matterforegoing.

Enforcement Actions. MedImmune During the License Term with respect to a Program, Licensee shall have the sole right initial right, at its sole expense and in its sole discretion own name (or in the name of Xxxxxxx as may be required under Applicable Law), for bringing any infringement suit or other enforcement action (an “Action”) on account of any Third Party infringement of any Xxxxxxx Program Patent, Licensee Program Patent, Development Program Patent or any jointly owned Other Patent with respect to control such Program based on any alleged making, using, selling, offering for sale, importing or other exploitation of any product that is competitive with a Licensed Product with respect to such Program in the enforcement infringement of any such Patent Rights, or based on misappropriation of any Xxxxxxx Program Know-How, Licensee Program Know-How or Development Program Know-How with respect to such Program providing any Regulatory Exclusivity for any such Licensed Product (each a “Product Infringement”), by counsel of its own choice, and Xxxxxxx will cooperate with Licensee as Licensee may reasonably request in connection with any such Action, including by becoming a party to such Action at Licensee’s cost, provided that Licensee shall reimburse Xxxxxxx for its out-of-pocket costs reasonably incurred in connection with rendering such assistance. If Licensee declines to initiate such an Action against any unabated Product Infringement, it shall so notify Xxxxxxx, who shall thereafter have the right (but not the obligation), at Xxxxxxx’x expense and in its own name, to initiate such Action on account of any Third Party infringement of any Xxxxxxx Program Patent, Xxxxxxx-Owned Development Program Patent or Joint Development Program Patent by counsel of its choice, and Licensee shall cooperate with Xxxxxxx as Xxxxxxx may reasonably request, including by becoming a party to such action at Xxxxxxx’x cost, and Xxxxxxx shall reimburse Licensee for its out-of-pocket costs reasonably incurred in connection with rendering such assistance. A settlement or consent judgment or other voluntary final disposition of an Action brought by a Party under this Section may be entered into without the consent of the Licensed Patents (other than Party, provided that such settlement, consent judgment, or other disposition does not admit the ADCT Development Patents set forth in Sections 3.1.2 (b) and 3.1.2 (c)) against infringers. In invalidity or unenforceability of any enforcement action filed Patent Rights Controlled by MedImmune under this Sectionthe other Party and, ADCT agrees provided further that any rights granted to be joined as a party, at MedImmune’s expense, if a court of competent jurisdiction determines that it is necessary to do so. If ADCT notifies MedImmune of the alleged infringing activity by a Third Party pursuant to continue any activity upon which such Action was based in such settlement, consent judgment, or other disposition shall be limited to the Third Party’s product or activity that was the subject of the Action. Damages recovered and any other amounts awarded in any Actions for Product Infringement under this Section and MedImmune in good faith does not believe that shall be allocated to the Third Party is infringing any who brought the Action, after reimbursement of the Licensed Patents, then upon written request of MedImmune and within thirty (30) days following receipt of ADCTeach Party’s notice, the Parties shall meet to discuss in good faith the merits of the infringement. In the event that the Parties cannot agree as to whether an infringement exists, despite reasonable good faith efforts, the Parties shall agree on an independent patent attorney located in the jurisdiction where the alleged infringement is occurring who shall determine whether, actual expenses incurred in such attorney’s opinionActions as provided hereunder, there is no possibility of literal infringement existing as alleged by ADCT. The independent attorney provided that Licensee shall provide its opinion orally pay to both Parties at the same time (unless the Parties mutually agree on a written opinion) and shall have entered into a joint defense or shared interest agreement with both Parties in advance of the engagement to protect work product and attorney-client privilege. The Parties shall share the expense of such attorney equally. Such attorney shallXxxxxxx: (a) not previously have done any work for MedImmune as to damage amounts recovered by Licensee due to a Product Infringement in the form of lost profits or ADCT or any reasonable royalties assessed on account of their Affiliatesthe Third Party’s sales of infringing product, an amount equal to the royalty that would be payable pursuant to this Agreement on the imputed amount of Net Sales of the relevant Licensed Product(s) in the country(ies) where such Product Infringement occurred; and (b) have at least fifteen (15) years as to damage amounts recovered by Licensee due to a Product Infringement other than in the form of experience; (c) not be reasonably objected to by either Party if such Party reasonably believes that the retention of such independent attorney would be prejudicial to its intellectual property interests; and (d) be subject to obligations of confidentiality no less onerous than those set forth in this Agreement. Both Parties shall, within five (5) Business Days lost profits or reasonable royalties assessed on account of the retention Third Party’s sales of such attorney, submit the subject Licensed Patents and the identity of the alleged infringing product, and an amount equal to the royalty that would be payable pursuant to this Agreement on such patent attorney shall review damage amounts treated as Net Sales of the relevant Licensed Product(s) in the country(ies) where such information and provide the oral opinion (unless the parties agree that such opinion shall be in writing) within forty-five (45) days of his or her retention. Unless such attorney determines that there is no possibility of literal infringement as alleged by ADCT, then MedImmune shall be obligated to enforce the subject Licensed Patent(s); otherwise MedImmune shall have no further obligation to pursue the matterProduct Infringement occurred.

Enforcement Actions. MedImmune During the Term, Xxxxxxx shall have the sole right initial right, at its sole expense and in its sole discretion own name (or in the name of TRACON as may be required under Applicable Law), for bringing any infringement suit or other enforcement action (an “Action”) on account of any Third Party infringement of any Xxxxxxx Program Patent, TRACON Program Patent or Development Program Patent based on any alleged making, using, selling, offering for sale, importing or other exploitation of any product that is competitive with a Licensed Product in the infringement of any such Patent Rights, or based on misappropriation of any Xxxxxxx Program Know-How, TRACON Program Know-How or Development Program Know-How providing any Regulatory Exclusivity for any such Licensed Product (each a “Product Infringement”), by counsel of its own choice, and TRACON will cooperate with Xxxxxxx as Xxxxxxx may reasonably request in connection with any such Action, including by becoming a party to control such Action at Xxxxxxx’x cost, provided that Xxxxxxx shall reimburse TRACON for its out-of-pocket costs reasonably incurred in connection with rendering such assistance. If Xxxxxxx declines to initiate such an Action against any unabated Product Infringement, it shall so notify TRACON, who shall thereafter have the enforcement right (but not the obligation), at TRACON’s expense and in its own name, to initiate such Action on account of any Third Party infringement of any TRACON Program Patent, TRACON-Owned Development Program Patent or Joint Development Program Patent by counsel of its choice, and Xxxxxxx shall cooperate with TRACON as TRACON may reasonably request, including by becoming a party to such action at TRACON’s cost, and TRACON shall reimburse Xxxxxxx for its out-of-pocket costs reasonably incurred in connection with rendering such assistance. A settlement or consent judgment or other voluntary final disposition of an Action brought by a Party under this Section may be entered into without the consent of the Licensed Patents (other than Party, provided that such settlement, consent judgment, or other disposition does not admit the ADCT Development Patents set forth in Sections 3.1.2 (b) and 3.1.2 (c)) against infringers. In invalidity or unenforceability of any enforcement action filed Patent Rights Controlled by MedImmune under this Sectionthe other Party and, ADCT agrees provided further that any rights granted to be joined as a party, at MedImmune’s expense, if a court of competent jurisdiction determines that it is necessary to do so. If ADCT notifies MedImmune of the alleged infringing activity by a Third Party pursuant to continue any activity upon which such Action was based in such settlement, consent judgment, or other disposition shall be limited to the Third Party’s product or activity that was the subject of the Action. Damages recovered and any other amounts awarded in any Actions for Product Infringement under this Section and MedImmune in good faith does not believe that shall be allocated to the Third Party is infringing any who brought the Action, after reimbursement of the Licensed Patents, then upon written request of MedImmune and within thirty (30) days following receipt of ADCTeach Party’s notice, the Parties shall meet to discuss in good faith the merits of the infringement. In the event that the Parties cannot agree as to whether an infringement exists, despite reasonable good faith efforts, the Parties shall agree on an independent patent attorney located in the jurisdiction where the alleged infringement is occurring who shall determine whether, actual expenses incurred in such attorney’s opinionActions as provided hereunder, there is no possibility of literal infringement existing as alleged by ADCT. The independent attorney provided that Xxxxxxx shall provide its opinion orally pay to both Parties at the same time (unless the Parties mutually agree on a written opinion) and shall have entered into a joint defense or shared interest agreement with both Parties in advance of the engagement to protect work product and attorney-client privilege. The Parties shall share the expense of such attorney equally. Such attorney shallTRACON: (a) not previously have done any work for MedImmune as to damage amounts recovered by Xxxxxxx due to a Product Infringement in the form of lost profits or ADCT or any reasonable royalties assessed on account of their Affiliatesthe Third Party’s sales of infringing product, an amount equal to the royalty that would be payable pursuant to this Agreement on the imputed amount of Net Sales of the relevant Licensed Product(s) in the country(ies) where such Product Infringement occurred; and (b) have at least fifteen (15) years as to damage amounts recovered by Xxxxxxx due to a Product Infringement other than in the form of experience; (c) not be reasonably objected to by either Party if such Party reasonably believes that the retention of such independent attorney would be prejudicial to its intellectual property interests; and (d) be subject to obligations of confidentiality no less onerous than those set forth in this Agreement. Both Parties shall, within five (5) Business Days lost profits or reasonable royalties assessed on account of the retention Third Party’s sales of such attorney, submit the subject Licensed Patents and the identity of the alleged infringing product, and an amount equal to the royalty that would be payable pursuant to this Agreement on such patent attorney shall review damage amounts treated as Net Sales of the relevant Licensed Product(s) in the country(ies) where such information and provide the oral opinion (unless the parties agree that such opinion shall be in writing) within forty-five (45) days of his or her retention. Unless such attorney determines that there is no possibility of literal infringement as alleged by ADCT, then MedImmune shall be obligated to enforce the subject Licensed Patent(s); otherwise MedImmune shall have no further obligation to pursue the matterProduct Infringement occurred.

Enforcement Actions. MedImmune (a) If, at any time after the Closing, the Commitment Integrity Committee determines that CCF has breached any of its obligations under Sections 4.2, 4.4, 4.5, 4.6 and 4.7 of this Agreement (the “Fundamental Commitments”), then the Commitment Integrity Committee shall provide written notice thereof to CCF, the IRMC Board and the District, describing in reasonable detail the nature of the alleged breach and other information pertinent thereto (a “Breach Notice”). Upon receipt of a Breach Notice, representatives of CCF and the members of the Commitment Integrity Committee (along with their respective advisors) shall meet on a regular basis to discuss and resolve the alleged breach identified in the Breach Notice. If CCF and the Commitment Integrity Committee are unable to resolve the alleged breach by CCF identified in the Breach Notice to the reasonable satisfaction of the Commitment Integrity Committee within sixty (60) days of the delivery of the Breach Notice, then the Commitment Integrity Committee may bring and pursue an Enforcement Action on behalf of, and in the name of, IRMC with respect to any unresolved alleged breach. The Enforcement Action shall be conducted pursuant to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association before a single arbitrator selected by agreement of CCF and the Commitment Integrity Committee from a panel provided by the American Arbitration Association; provided, however, if CCF and the Commitment Integrity Committee cannot agree on a single arbitrator, then each shall select an arbitrator from the panel provided by the American Arbitration Association and the two arbitrators so selected shall select an arbitrator from such panel who shall be the single arbitrator for the Enforcement Action. The Enforcement Action shall be held at a mutually agreed location in Orlando, Florida. The decision of such arbitrator shall be issued in writing and shall be binding upon the Parties and the Commitment Integrity Committee. The Commitment Integrity Committee shall have the sole and exclusive right at its sole expense and in its sole discretion authority to control make any and all decisions with respect to the enforcement of Fundamental Commitments and the Licensed Patents prosecution of any Enforcement Action, including the decision to engage or dismiss legal counsel representing the Commitment Integrity Committee in connection therewith and decisions to enter into settlement negotiations and to make and accept settlement offers with respect thereto. CCF acknowledges and agrees that the Commitment Integrity Committee has standing to assert and bring an Enforcement Action on behalf of IRMC; provided, however, that the Commitment Integrity Committee shall only be authorized to seek equitable relief on behalf of IRMC in the form of an injunction or specific performance and shall not be authorized to seek money damages from CCF (other than specific performance of an obligation involving the ADCT Development Patents set forth in Sections 3.1.2 (bpayment of money) and 3.1.2 (c)) against infringers. In any enforcement action filed by MedImmune under this Section, ADCT agrees to be joined as a party, at MedImmune’s expense, if a court of competent jurisdiction determines that it is necessary to do so. If ADCT notifies MedImmune of the alleged infringing activity by a Third Party pursuant to this Section and MedImmune in good faith does not believe that the Third Party is infringing any of the Licensed Patents, then upon written request of MedImmune and within thirty (30) days following receipt of ADCT’s notice, the Parties shall meet to discuss in good faith the merits of the infringement. In the event that the Parties cannot agree as to whether an infringement exists, despite reasonable good faith efforts, the Parties shall agree on an independent patent attorney located in the jurisdiction where the alleged infringement is occurring who shall determine whether, in such attorney’s opinion, there is no possibility of literal infringement existing as alleged by ADCT. The independent attorney shall provide its opinion orally to both Parties at the same time (unless the Parties mutually agree on a written opinion) and shall have entered into a joint defense or shared interest agreement with both Parties in advance of the engagement to protect work product and attorney-client privilege. The Parties shall share the expense of such attorney equally. Such attorney shall: (a) not previously have done any work for MedImmune or ADCT or any of their Affiliates; (b) have at least fifteen (15) years of experience; (c) not be reasonably objected to by either Party if such Party reasonably believes that the retention of such independent attorney would be prejudicial to its intellectual property interests; and (d) be subject to obligations of confidentiality no less onerous than those set forth in this Agreement. Both Parties shall, within five (5) Business Days of the retention of such attorney, submit the subject Licensed Patents and the identity of the alleged infringing product, and such patent attorney shall review such information and provide the oral opinion (unless the parties agree that such opinion shall be in writing) within forty-five (45) days of his or her retention. Unless such attorney determines that there is no possibility of literal infringement as alleged by ADCT, then MedImmune shall be obligated to enforce the subject Licensed Patent(s); otherwise MedImmune shall have no further obligation to pursue the matterrespect thereto.

Enforcement Actions. MedImmune (a) As between the Parties, during the Term, GSK shall have the sole right initial right, at its sole expense and in its sole discretion own name (or in the name of Arrowhead as may be required under Applicable Law), to control the bring any infringement suit or other enforcement of the Licensed Patents Action involving (other than the ADCT Development Patents set forth in Sections 3.1.2 (bi) and 3.1.2 (c)) against infringers. In any enforcement action filed by MedImmune under this Section, ADCT agrees to be joined as a party, at MedImmune’s expense, if a court of competent jurisdiction determines that it is necessary to do so. If ADCT notifies MedImmune of the alleged infringing activity infringement by a Third Party of (A) any Specific Arrowhead Patent Rights, or (B) any Joint Agreement Patent Rights, or (ii) any alleged misappropriation by a Third Party of any Arrowhead Know-How or Joint Agreement Know-How providing any Regulatory Exclusivity Rights for any such Licensed Product in the Territory, (each ((i) or (ii)), a “Product Infringement”), in each case, by counsel of its own choice. Arrowhead will cooperate with GSK as GSK may reasonably request in connection with any such Action initiated under this Section 8.4.2(a), including by becoming a party to such action at GSK’s cost; provided that GSK shall reimburse Arrowhead for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. If GSK declines to initiate such an enforcement Action against any unabated Product Infringement within [***]Business Days of receiving a notice with respect to such Product Infringement, including pursuant to this Section 8.4.1, GSK shall notify Arrowhead, in which case, subject to discussion with GSK and MedImmune consideration in good faith does not believe that the Third Party is infringing of any of the Licensed Patents, then upon written request of MedImmune and within thirty (30) days following receipt of ADCT’s notice, the Parties shall meet to discuss in good faith the merits of the infringement. In the event that the Parties cannot agree rationale provided by GSK as to whether an infringement existswhy GSK elected not to take such action and GSK’s written consent (not to be unreasonably withheld), despite reasonable good faith effortsArrowhead shall thereafter have the right (but not the obligation) at Arrowhead’s expense and in its own name, the Parties to initiate such Action by counsel of its choice, and GSK shall agree on an independent patent attorney located cooperate with Arrowhead as Arrowhead may reasonably request, including by becoming a party to such action at Arrowhead’s cost, and Arrowhead shall reimburse GSK for its Out-of-Pocket Costs reasonably incurred in the jurisdiction where the alleged infringement is occurring who shall determine whether, in connection with rendering such attorney’s opinion, there is no possibility of literal infringement existing as alleged by ADCTassistance. The independent attorney shall provide its opinion orally to both Parties at the same time (unless the Parties mutually agree on a written opinion) and shall have entered into a joint defense or shared interest agreement with both Parties in advance of the engagement to protect work product and attorney-client privilege. The Parties shall share the expense of such attorney equally. Such attorney shall: (a) not previously have done any work for MedImmune or ADCT or any of their Affiliates; (b) have at least fifteen (15) years of experience; (c) not be reasonably objected to by either Party if such Party reasonably believes that As between the retention of such independent attorney would be prejudicial to its intellectual property interests; and (d) be subject to obligations of confidentiality no less onerous than those set forth in this Agreement. Both Parties shallParties, within five (5) Business Days of during the retention of such attorneyTerm, submit the subject Licensed Patents and the identity of the alleged infringing product, and such patent attorney shall review such information and provide the oral opinion (unless the parties agree that such opinion shall be in writing) within forty-five (45) days of his or her retention. Unless such attorney determines that there is no possibility of literal infringement as alleged by ADCT, then MedImmune shall be obligated to enforce the subject Licensed Patent(s); otherwise MedImmune Arrowhead shall have no further obligation the initial right, at its expense and in its own name, to pursue the matter.bring any infringement suit or other enforcement Action on account of any alleged infringement by a Third

Enforcement Actions. MedImmune (a) Neither the Collateral Agent nor any Subordinated Creditor will take any Enforcement Action with respect to any of the Subordinated Collateral or either Borrower without the Senior Lender's prior written consent, unless and until the Senior Debt has been indefeasibly paid in full and the Senior Loan Documents terminated; PROVIDED, however, that (a) nothing contained herein will be deemed to prohibit the Collateral Agent from intervening or participating in any judicial or bankruptcy proceeding to the extent necessary to preserve or protect the interests of the Subordinated Creditors; and (b) the Collateral Agent will be free to take any Enforcement Action with respect to any of the Subordinate Collateral or either Borrower without any consent from the Senior Lender provided that each of the following conditions shall have been and continue to be met: (i) an Event of Default under the sole right at its sole expense and in its sole discretion to control the enforcement of the Licensed Patents Subordinated Credit Documents (other than the ADCT Development Patents set forth in Sections 3.1.2 (b) and 3.1.2 (c)) against infringers. In any enforcement action filed by MedImmune under this Section, ADCT agrees to be joined an Event of Default arising solely as a party, at MedImmune’s expense, if a court of competent jurisdiction determines that it is necessary to do so. If ADCT notifies MedImmune result of the alleged infringing activity by a Third Party pursuant to this Section occurrence of an Event of Default under the Senior Loan Documents) has occurred and MedImmune is continuing, (ii) the Collateral Agent has given the Senior Lender written notice of such Event of Default, and (iii) the Senior Lender has not taken and pursued in good faith does not believe any Enforcement Action within 60 days after the date that the Third Party is infringing any each of the Licensed Patentsconditions in clauses (i) through (iii), then upon written request inclusive of MedImmune and within thirty this proviso have been met (30) days following receipt of ADCT’s noticesuch 60-day period being herein referred to as the "STANDSTILL PERIOD"). Notwithstanding anything in this Section 5 to the contrary, the Parties shall meet to discuss in good faith the merits of the infringement. In the event that the Parties cannot agree as to whether Senior Lender gives the Borrowers written notice that an infringement exists, despite reasonable good faith effortsEvent of Default has occurred under any of the Senior Loan Documents, the Parties Senior Lender shall agree on an independent patent attorney located give the Collateral Agent a copy of such notice, and in the jurisdiction where event the alleged infringement is occurring who shall determine whetherSenior Lender elects to sell, in such attorney’s opinion, there is no possibility collect or otherwise dispose of literal infringement existing as alleged by ADCT. The independent attorney shall provide its opinion orally to both Parties at the same time (unless the Parties mutually agree on a written opinion) and shall have entered into a joint defense or shared interest agreement with both Parties in advance any of the engagement to protect work product and attorney-client privilege. The Parties shall share Senior Collateral during the expense continuation of such attorney equally. Such attorney shall: (a) not previously have done any work for MedImmune or ADCT or Event of Default under any of their Affiliates; (b) have at least fifteen (15) years of experience; (c) not be reasonably objected the Senior Loan Documents, the Senior Lender shall give the Collateral Agent an Enforcement Notice to by either Party if such Party reasonably believes that the retention of such independent attorney would be prejudicial to its intellectual property interests; and (d) be subject to obligations of confidentiality no less onerous than those set forth in this Agreement. Both Parties shall, within five (5) Business Days of the retention of such attorney, submit the subject Licensed Patents and the identity of the alleged infringing product, and such patent attorney shall review such information and provide the oral opinion (unless the parties agree that such opinion shall be in writing) within forty-five (45) days of his or her retention. Unless such attorney determines that there is no possibility of literal infringement as alleged by ADCT, then MedImmune shall be obligated to enforce the subject Licensed Patent(s); otherwise MedImmune shall have no further obligation to pursue the mattereffect.

Enforcement Actions. MedImmune shall have (a) Upon the sole right occurrence and during the continuance of an Event of Default under and as defined in the Revolving Loan Documents, the Revolving Agent may, at its sole expense option, take and in its sole discretion continue any Enforcement Action with respect to control the enforcement Revolving Obligations and, subject to the terms of this Agreement, the Revolving Credit Priority Collateral (but, for the avoidance of doubt, at no time prior to the Payment In Full of the Licensed Patents (other than Notes Obligations may it take any such actions with respect to any of the ADCT Development Patents set forth in Notes Collateral). Subject to Sections 3.1.2 (b2.1(b) and 3.1.2 (c)) against infringers. In any enforcement action filed by MedImmune under this Section, ADCT agrees to be joined as a party, at MedImmune’s expense, if a court of competent jurisdiction determines that it is necessary to do so. If ADCT notifies MedImmune the Revolving Agent and the Revolving Claimholders may enforce the provisions of the alleged infringing activity by a Third Party Revolving Loan Documents and exercise remedies thereunder pursuant to this Section an Enforcement Action, all in such order and MedImmune in good faith does not believe that such manner as they may determine. Such exercise and enforcement shall include the Third Party is infringing any rights of an agent appointed by the Revolving Agent and the Revolving Claimholders to sell or otherwise dispose of the Licensed PatentsRevolving Credit Priority Collateral upon foreclosure, then upon written request to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of MedImmune a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and within thirty (30) days following receipt of ADCT’s notice, a secured creditor under the Parties shall meet to discuss in good faith Bankruptcy Code or the merits laws of the infringement. In the event that the Parties cannot agree as to whether an infringement exists, despite reasonable good faith efforts, the Parties shall agree on an independent patent attorney located in the jurisdiction where the alleged infringement is occurring who shall determine whether, in such attorney’s opinion, there is no possibility of literal infringement existing as alleged by ADCTany applicable jurisdiction. The independent attorney Revolving Agent shall use commercially reasonable efforts to provide its opinion orally to both Parties at the same time (unless the Parties mutually agree on a written opinion) and shall have entered into a joint defense or shared interest agreement with both Parties in advance of the engagement to protect work product and attorney-client privilege. The Parties shall share the expense of such attorney equally. Such attorney shall: (a) not previously have done any work for MedImmune or ADCT or any of their Affiliates; (b) have at least fifteen (15) years of experience; (c) not be reasonably objected to by either Party if such Party reasonably believes that the retention of such independent attorney would be prejudicial to its intellectual property interests; and (d) be subject to obligations of confidentiality no less onerous than those set forth in this Agreement. Both Parties shall, within five (5) Business Days of Days’ prior written notice to the retention of such attorneyNotes Agent in the event that the Revolving Agent takes any Enforcement Action (other than in Exigent Circumstances or upon any Credit Party’s becoming subject to an Insolvency Proceeding), submit the subject Licensed Patents and the identity of the alleged infringing product, and such patent attorney shall review such information and provide the oral opinion (unless the parties agree that such opinion shall be in writing) within forty-five (45) days of his or her retention. Unless such attorney determines that there is no possibility of literal infringement as alleged by ADCT, then MedImmune shall be obligated to enforce the subject Licensed Patent(s); otherwise MedImmune but shall have no further obligation liability for failing to pursue do so. Until the matterRevolving Obligations have been Paid In Full, the Notes Agent shall not (i) take, or support any other Person in taking, any Enforcement Action with respect to the Revolving Credit Priority Collateral except as provided in Section 2.3(d); provided that the Notes Agent may take Enforcement Actions with respect to the Revolving Credit Priority Collateral after the expiry of the Standstill Period; provided, further, that (A) in no event shall the Notes Agent take any Enforcement Action with respect to the Revolving Credit Priority Collateral if, notwithstanding the expiration of the Standstill Period, the Revolving Agent shall have commenced prior to the expiry of the Standstill Period and be diligently pursuing an Enforcement Action with respect to all or a material portion of the Revolving Credit Priority Collateral and (B) the Standstill Period shall be tolled for any period that the Revolving Agent is stayed or otherwise prohibited by law or court order from taking Enforcement Actions with respect to the Revolving Credit Priority Collateral, or (ii) other than to enforce any rights of the Notes Agent expressly set forth herein, contest, protest or object, or support any other Person in contesting, protesting or objecting, to any Enforcement Action brought by or otherwise taken by the Revolving Agent with respect to the Revolving Obligations or the Revolving Credit Priority Collateral.

Enforcement Actions. MedImmune For as long as Xxxxxxx has license rights to Commercialize Licensed Products, Xxxxxxx shall have the sole right initial right, at its sole expense and in its sole discretion own name (or in the name of Achillion as may be required under Applicable Law), for bringing any infringement suit or other enforcement Action on account of any Third Party infringement of any Achillion Background Patent Rights and/or Development Program Patent Rights based on any alleged making, using, selling, offering for sale, importing, or other exploitation of any product that is competitive with a Licensed Product in infringement of any such Patent Rights, or based on misappropriation of any Achillion Background Know-How or Development Program Know-How providing any Regulatory Exclusivity Rights for any such Licensed Product, (each a “Product Infringement”), by counsel of its own choice, and Achillion will cooperate with Xxxxxxx as Xxxxxxx may reasonably request in connection with any such Action, including by becoming a party to control such action at Xxxxxxx’x cost, provided that Xxxxxxx shall reimburse Achillion for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. If Xxxxxxx declines to initiate such an enforcement Action against any unabated Product Infringement it shall notify Achillion, who shall thereafter have the enforcement right (but not the obligation) at Achillion’s expense and in its own name, to initiate such Action by counsel of its choice, and Xxxxxxx shall cooperate with Achillion as Achillion may reasonably request, including by becoming a party to such action at Achillion’s cost, and Achillion shall reimburse Xxxxxxx for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. A settlement or consent judgment or other voluntary final disposition of an Action brought by a Party under this Section may be entered into without the consent of the other Party, provided that such settlement, consent judgment, or other disposition does not admit the invalidity or unenforceability of any Patent Rights owned or Controlled by the other Party, and provided further that any rights granted to a Third Party to continue any activity upon which such Action was based in such settlement, consent judgment, or other disposition shall be limited to the Third Party’s product or activity that was the subject of the Action. Damages recovered and any other amounts awarded in any Actions for Product Infringement under this Section 10.4.2 shall be allocated to the Party who brought the Action, after reimbursement of each Party’s actual expenses incurred in such Actions as provided hereunder, provided that Xxxxxxx shall owe Achillion (a) as to damage amounts recovered by Xxxxxxx due to the Product Infringement in the form of lost profits or reasonable royalties assessed on account of the Third Party’s sales of infringing product, an amount equal to the royalty that would be payable pursuant to Section 8.4 on the imputed amount of Net Sales of the relevant Licensed Patents (other than Product(s) in the ADCT Development Patents set forth in Sections 3.1.2 country(ies) where such Product Infringement occurred and (b) and 3.1.2 (c)) against infringers. In any enforcement action filed as to damage amounts recovered by MedImmune under this Section, ADCT agrees Xxxxxxx due to be joined as a party, at MedImmune’s expense, if a court the Product Infringement other than in the form of competent jurisdiction determines that it is necessary to do so. If ADCT notifies MedImmune lost profits or reasonable royalties assessed on account of the alleged infringing activity by a Third Party pursuant to this Section and MedImmune in good faith does not believe that the Third Party is infringing any Party’s sales of the Licensed Patents, then upon written request of MedImmune and within thirty (30) days following receipt of ADCT’s notice, the Parties shall meet to discuss in good faith the merits of the infringement. In the event that the Parties cannot agree as to whether an infringement exists, despite reasonable good faith efforts, the Parties shall agree on an independent patent attorney located in the jurisdiction where the alleged infringement is occurring who shall determine whether, in such attorney’s opinion, there is no possibility of literal infringement existing as alleged by ADCT. The independent attorney shall provide its opinion orally to both Parties at the same time (unless the Parties mutually agree on a written opinion) and shall have entered into a joint defense or shared interest agreement with both Parties in advance of the engagement to protect work product and attorney-client privilege. The Parties shall share the expense of such attorney equally. Such attorney shall: (a) not previously have done any work for MedImmune or ADCT or any of their Affiliates; (b) have at least fifteen (15) years of experience; (c) not be reasonably objected to by either Party if such Party reasonably believes that the retention of such independent attorney would be prejudicial to its intellectual property interests; and (d) be subject to obligations of confidentiality no less onerous than those set forth in this Agreement. Both Parties shall, within five (5) Business Days of the retention of such attorney, submit the subject Licensed Patents and the identity of the alleged infringing product, and an amount equal to the royalty that would be payable pursuant to Section 8.4 on such patent attorney shall review damage amounts treated as Net Sales of the relevant Licensed Product(s) in the country(ies) where such information and provide the oral opinion (unless the parties agree that such opinion shall be in writing) within forty-five (45) days of his or her retention. Unless such attorney determines that there is no possibility of literal infringement as alleged by ADCT, then MedImmune shall be obligated to enforce the subject Licensed Patent(s); otherwise MedImmune shall have no further obligation to pursue the matterProduct Infringement occurred.

Enforcement Actions. MedImmune shall have (a) Upon the sole right occurrence and during the continuance of an “Event of Default” as defined in the Revolving Loan Documents, the Revolving Lender may, at its sole expense option, take and continue any Enforcement Action with respect to the Revolving Obligations (including, without limitation, exercising any rights it may have under the Assignment of Claims Act) and, subject to the terms of this Agreement, the Revolving Credit Priority Collateral (but, except as provided in its sole discretion Sections 2.3(f), (g) and (n), at no time prior to control the enforcement Payment In Full of the Licensed Patents (other than the ADCT Development Patents set forth in Sections 3.1.2 (b) and 3.1.2 (c)) against infringers. In Term Loan Obligations may it take any enforcement action filed by MedImmune under this Section, ADCT agrees such actions with respect to be joined as a party, at MedImmune’s expense, if a court of competent jurisdiction determines that it is necessary to do so. If ADCT notifies MedImmune of the alleged infringing activity by a Third Party pursuant to this Section and MedImmune in good faith does not believe that the Third Party is infringing any of the Licensed Patents, then upon written request of MedImmune and within thirty (30) days following receipt of ADCT’s notice, the Parties shall meet to discuss in good faith the merits of the infringement. In the event that the Parties cannot agree as to whether an infringement exists, despite reasonable good faith efforts, the Parties shall agree on an independent patent attorney located in the jurisdiction where the alleged infringement is occurring who shall determine whether, in such attorney’s opinion, there is no possibility of literal infringement existing as alleged by ADCTTerm Loan Priority Collateral). The independent attorney Revolving Lender shall use commercially reasonable efforts to provide its opinion orally to both Parties at the same time (unless the Parties mutually agree on a written opinion) and shall have entered into a joint defense or shared interest agreement with both Parties in advance of the engagement to protect work product and attorney-client privilege. The Parties shall share the expense of such attorney equally. Such attorney shall: (a) not previously have done any work for MedImmune or ADCT or any of their Affiliates; (b) have at least fifteen (15) years of experience; (c) not be reasonably objected to by either Party if such Party reasonably believes that the retention of such independent attorney would be prejudicial to its intellectual property interests; and (d) be subject to obligations of confidentiality no less onerous than those set forth in this Agreement. Both Parties shall, within five (5) Business Days of Days’ prior written notice to the retention of such attorneyTerm Loan Agent in the event that the Revolving Lender takes \\LA - 765212/000003 - 2075087 v5 any Enforcement Action (other than in Exigent Circumstances or upon any Loan Party becoming subject to an Insolvency Proceeding), submit the subject Licensed Patents and the identity of the alleged infringing product, and such patent attorney shall review such information and provide the oral opinion (unless the parties agree that such opinion shall be in writing) within forty-five (45) days of his or her retention. Unless such attorney determines that there is no possibility of literal infringement as alleged by ADCT, then MedImmune shall be obligated to enforce the subject Licensed Patent(s); otherwise MedImmune but shall have no further obligation liability for failing to pursue do so. Until the matterRevolving Obligations have been Paid In Full, the Term Loan Agent shall not (i) take, or support any other Person in taking, any Enforcement Action with respect to the Revolving Credit Priority Collateral except as provided in Sections 2.3(f) and (g), (ii) object to any forbearance from taking any Enforcement Action by the Revolving Lender and the Revolving Claimholders, (iii) exercise any rights under the Assignment of Claims Act with respect to any Collateral, or (iv) other than to enforce any rights of the Term Loan Agent expressly set forth herein, contest, protest or object, or support any other Person in contesting, protesting or objecting to, any Enforcement Action (or forbearance thereof) brought by or otherwise taken by the Revolving Lender with respect to the Revolving Obligations or the Revolving Credit Priority Collateral.