Common use of Enforcement Actions Clause in Contracts

Enforcement Actions. (i) In the event that Array or Ono becomes aware of actual or threatened infringement or misappropriation of any Array Patent or Array Know-How in any country within the Ono Territory by the Manufacture or sale or use of an unauthorized version of a Product (“Infringing Product”), then such Party shall promptly notify the other Party in writing and the Parties shall consult with each other with respect to the strategy in response to such Infringing Product. Array shall have the first right, but not the obligation, to initiate proceedings or take other appropriate action in Ono Territory, at its own expense, against any such Third Party. If Array does not initiate proceedings or take other appropriate action within ninety (90) days of receipt of a request by Ono to initiate an enforcement proceeding, or if a legal proceeding must be commenced prior to the end of such ninety(90) day period to avoid a loss of rights, then no later than five (5) days prior to such deadline, then Ono shall be entitled to initiate infringement proceedings or take other appropriate action against an Infringing Product at its own expense. The Party conducting such action (“Enforcing Party”) shall have full control over its conduct, including settlement thereof; provided, however, that the Enforcing Party may not settle any such action, or make any admissions or assert any position in such action, in a manner that would materially adversely affect the rights or interests of the other Party, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. In any event, the Parties shall assist one another and cooperate in any such litigation at Enforcing Party’s reasonable request. (ii) With respect to Infringing Products containing Binimetinib, Ono’s rights under Section 11.3(a)(i) are subject to the rights previously granted to AstraZeneca AB (“AZ”) pursuant to Sections 8.3.1 and 8.3.3 of that certain Collaboration and License Agreement between Array and AZ, effective as of December 18, 2003, as amended by that certain Amendment to Collaboration and License Agreement, between Array and AZ, effective as of June 1, 2009 (collectively, the “AZ Agreement”). For the avoidance of doubt, the rights granted to or retained by Array pursuant to Sections 8.3.1 and 8.3.3 of the AZ Agreement shall, to the extent relating to Infringing Products containing Binimetinib, be subject to this Agreement, including this Section 11.3. Any enforcement actions initiated by AZ with respect to an Infringing Product shall be deemed initiated by Array for purposes of Section 11.3(a)(i), and the costs and expenses incurred by Array in such enforcement action shall include any costs and expenses reimbursed or required to be reimbursed by Array to AZ in accordance with the AZ Agreement in such enforcement action. Additionally it is further understood that notwithstanding anything to the contrary in this Agreement, the AZ Agreement, and the rights granted to AZ thereunder, shall in no event constitute a breach of Sections 8.2 and 15.1. (iii) With respect to the responsibility and allocation of costs for the enforcement of the Joint Patents (i) against Third Party products that infringe the Joint Patents outside the Ono Territory, or (ii) against Third Party products in the Ono Territory that infringe the Joint Patents but that are not “Infringing Products”, the Parties shall discuss and agree at the time when the Parties consult with respect to the strategy of such enforcement action in response to such Third Party infringement.

Enforcement Actions. (i) In the event that Array or Ono becomes aware of actual or threatened infringement or misappropriation of any Array Patent or Array Know-How in any country within the Ono Territory by the Manufacture or sale or use of an unauthorized version of a Product (“Infringing Product”), then such Party shall promptly notify the other Party in writing and the The Parties shall consult as to potential strategies to terminate suspected or potential Infringement, consistent with each other with respect the overall goals of this Agreement. If the Parties fail to the strategy in response to agree on such Infringing Product. Array strategies: (a) GNE shall have the first right, but not the obligation, to initiate proceedings seek to ▇▇▇▇▇ any actual or take other appropriate action in Ono Territorysuspected Infringement by a Third Party, at its own expense, or to file suit against any such Third PartyParty for Infringement, in each case of any Patent under Section 9.3.2(a) and 9.3.2(b). If Array GNE does not initiate proceedings or take other appropriate action not, within ninety (90) days [***] of receipt of a request notice under Section 9.4.1, take steps to ▇▇▇▇▇ the Infringement, then GNE shall provide written notice to Immunocore thereof, and GNE and Immunocore shall discuss the strategy thereof. Certain confidential information contained in this document, marked by Ono [***], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. (b) Immunocore shall have the first right, but not the obligation, to initiate an enforcement proceedingseek to ▇▇▇▇▇ any actual or suspected Infringement by a Third Party, or to file suit against any Third Party for Infringement, in each case of any Patent under Section 9.3. 1. If Immunocore does not, within [***] of receipt of a notice under Section 9.4.1, take steps to ▇▇▇▇▇ the Infringement, or to file suit to enforce against such Infringement, then GNE shall have the right, but not the obligation, to take action to enforce against such Infringement; provided that if a legal proceeding must be commenced prior to Immunocore is diligently pursuing ongoing settlement discussions at the end of such ninety(90[***] period then GNE shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Immunocore ceases to pursue such discussions diligently. To the extent this Section relates to Immunocore Background IP, the obligations under this Section will be subject to any Third Party agreement entered into by Immunocore whether before or after the Effective Date. (c) day period The non-controlling Party shall cooperate with the Party controlling any such action to avoid ▇▇▇▇▇ or enforce (as may be reasonably requested by the controlling Party and at the controlling Party’s expense), including, if necessary, by being joined as a loss of rights, then no later than five (5) days prior to such deadline, then Ono party provided that the non-controlling Party shall be entitled indemnified by the controlling Party as to initiate infringement proceedings any costs or take other appropriate action against an Infringing Product expenses, and shall have the right to be represented by its own counsel at its own expense. The Party conducting controlling any such action (“Enforcing Party”) shall have full control over its conduct, including settlement thereof; provided, however, that keep the Enforcing other Party may not settle updated with respect to any such action, including providing copies of all documents received or make filed in connection with any admissions or assert any position in such action, in a manner that would materially adversely affect the rights or interests of the other Party, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. In any event, the Parties shall assist one another and cooperate in any such litigation at Enforcing Party’s reasonable request. (ii) With respect to Infringing Products containing Binimetinib, Ono’s rights under Section 11.3(a)(i) are subject to the rights previously granted to AstraZeneca AB (“AZ”) pursuant to Sections 8.3.1 and 8.3.3 of that certain Collaboration and License Agreement between Array and AZ, effective as of December 18, 2003, as amended by that certain Amendment to Collaboration and License Agreement, between Array and AZ, effective as of June 1, 2009 (collectively, the “AZ Agreement”). For the avoidance of doubt, the rights granted to or retained by Array pursuant to Sections 8.3.1 and 8.3.3 of the AZ Agreement shall, to the extent relating to Infringing Products containing Binimetinib, be subject to this Agreement, including this Section 11.3. Any enforcement actions initiated by AZ with respect to an Infringing Product shall be deemed initiated by Array for purposes of Section 11.3(a)(i), and the costs and expenses incurred by Array in such enforcement action shall include any costs and expenses reimbursed or required to be reimbursed by Array to AZ in accordance with the AZ Agreement in such enforcement action. Additionally it is further understood that notwithstanding anything to the contrary in this Agreement, the AZ Agreement, and the rights granted to AZ thereunder, shall in no event constitute a breach of Sections 8.2 and 15.1. (iii) With respect to the responsibility and allocation of costs for the enforcement of the Joint Patents (i) against Third Party products that infringe the Joint Patents outside the Ono Territory, or (ii) against Third Party products in the Ono Territory that infringe the Joint Patents but that are not “Infringing Products”, the Parties shall discuss and agree at the time when the Parties consult with respect to the strategy of such enforcement action in response to such Third Party infringement.

Enforcement Actions. (i) In the event that Array or Ono becomes aware of actual or threatened infringement or misappropriation of any Array Patent or Array Know-How in any country within the Ono Territory by the Manufacture or sale or use of an unauthorized version of a Product (“Infringing Product”), then such Party shall promptly notify the other Party in writing and the The Parties shall consult with each other with respect as to the strategy in response potential strategies to such Infringing Product. Array terminate suspected or potential Infringement; provided, that: (a) Lilly shall have the first right, but not the obligation, to initiate proceedings seek to ▇▇▇▇▇ any actual or take other appropriate action in Ono Territorysuspected Infringement by a Third Party, at its own expense, or to file suit against any such Third PartyParty for Infringement, in each case of any Patent under Clauses 15.2.2(a) and 15.2.2(b). If Array Lilly does not initiate proceedings or take other appropriate action not, within ninety (90) days [***] of receipt of a request notice under Clause 15.3.1, take steps to ▇▇▇▇▇ the Infringement, then Lilly shall provide written notice to Immunocore thereof, and Lilly and Immunocore shall discuss the strategy thereof. (b) Immunocore shall have the first right, but not the obligation, to seek to ▇▇▇▇▇ any actual or suspected Infringement by Ono to initiate an enforcement proceedinga Third Party, or to file suit against any Third Party for Infringement, in each case of any Patent under Clause 15.2.1. If Immunocore does not, within [***] of receipt of a notice under Clause 15.3.1, take steps to ▇▇▇▇▇ the Infringement, or to file suit to enforce against such Infringement, then Lilly shall have the right, but not the obligation, to take action to enforce against such Infringement; provided that if a legal proceeding must be commenced prior to Immunocore is diligently pursuing ongoing settlement discussions at the end of such ninety(90[***] period then Lilly shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Immunocore ceases to pursue such discussions diligently. To the extent this Clause relates to Immunocore Background IP, the obligations under this Clause will be subject to any Third Party Partner agreement entered into by Immunocore before the Effective Date. (c) day period the non-controlling Party shall reasonably cooperate with the Party controlling any such action to avoid ▇▇▇▇▇ or enforce (as may be reasonably requested by the controlling Party and at the controlling Party’s expense), including, if necessary, by being joined as a loss of rights, then no later than five (5) days prior to such deadline, then Ono party provided that the non-controlling Party shall be entitled indemnified by the controlling Party as to initiate infringement proceedings any costs or take other appropriate action against an Infringing Product expenses, and shall have the right to be represented by its own counsel at its own expense. The Party conducting controlling any such action (“Enforcing Party”) shall have full control over its conduct, including settlement thereof; provided, however, that keep the Enforcing other Party may not settle updated with respect to any such action, including providing copies of all documents received or make filed in connection with any admissions or assert any position in such action, in a manner that would materially adversely affect the rights or interests of the other Party, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. In any event, the Parties shall assist one another and cooperate in any such litigation at Enforcing Party’s reasonable request. (ii) With respect to Infringing Products containing Binimetinib, Ono’s rights under Section 11.3(a)(i) are subject to the rights previously granted to AstraZeneca AB (“AZ”) pursuant to Sections 8.3.1 and 8.3.3 of that certain Collaboration and License Agreement between Array and AZ, effective as of December 18, 2003, as amended by that certain Amendment to Collaboration and License Agreement, between Array and AZ, effective as of June 1, 2009 (collectively, the “AZ Agreement”). For the avoidance of doubt, the rights granted to or retained by Array pursuant to Sections 8.3.1 and 8.3.3 of the AZ Agreement shall, to the extent relating to Infringing Products containing Binimetinib, be subject to this Agreement, including this Section 11.3. Any enforcement actions initiated by AZ with respect to an Infringing Product shall be deemed initiated by Array for purposes of Section 11.3(a)(i), and the costs and expenses incurred by Array in such enforcement action shall include any costs and expenses reimbursed or required to be reimbursed by Array to AZ in accordance with the AZ Agreement in such enforcement action. Additionally it is further understood that notwithstanding anything to the contrary in this Agreement, the AZ Agreement, and the rights granted to AZ thereunder, shall in no event constitute a breach of Sections 8.2 and 15.1. (iii) With respect to the responsibility and allocation of costs for the enforcement of the Joint Patents (i) against Third Party products that infringe the Joint Patents outside the Ono Territory, or (ii) against Third Party products in the Ono Territory that infringe the Joint Patents but that are not “Infringing Products”, the Parties shall discuss and agree at the time when the Parties consult with respect to the strategy of such enforcement action in response to such Third Party infringement.

Enforcement Actions. (ia) In the event that Array or Ono becomes aware of actual or threatened infringement or misappropriation of any Array Patent or Array Know-How in any country within the Ono Territory by the Manufacture or sale or use of an unauthorized version of a Product (“Infringing Product”), then such Party shall promptly notify the other Party in writing and the The Parties shall consult with each other with respect in good faith as to potential strategies to terminate suspected or potential Infringement, and shall mutually agree on which Party shall have primary responsibility for any enforcement action, provided, that where the Parties cannot reach agreement within […***…] of the date of notification of any actual or suspect Infringement (or any applicable shorter period of time before enforcement rights lapse), the Prosecuting Party in relation to the strategy relevant Patent or Party owning or Controlling the relevant intellectual property right in response to such Infringing Product. Array the case of other Foreground IP or Background 132265684 v23 Page 35 IP shall have the first right, but not the obligation, to initiate proceedings seek to ▇▇▇▇▇ any actual or take other appropriate action in Ono Territorysuspected Infringement by a Third Party, at its own expense, or to file suit against any such Third PartyParty for Infringement. If Array the Prosecuting Party or owning or Controlling Party does not initiate proceedings or take other appropriate action not, within ninety (90) days […***…] of receipt of a request by Ono notice under Clause 12.4.1, take steps to initiate an enforcement proceeding▇▇▇▇▇ the Infringement, or to file suit to enforce against such Infringement, then Non-Prosecuting Party shall have the right, but not the obligation, to take action to enforce against such Infringement; provided that if a legal proceeding must be commenced prior to Prosecuting Party is diligently pursuing ongoing settlement discussions at the end of such ninety(90[…***…] period then Non-Prosecuting Party shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Prosecuting Party ceases to pursue such discussions diligently. (b) day period The non-controlling Party shall reasonably cooperate with the Party controlling any such action to avoid ▇▇▇▇▇ or enforce pursuant to this Clause 12.6.2 (as may be reasonably requested by the controlling Party and at the controlling Party’s expense), including, if necessary, by being joined as a loss of rights, then no later than five (5) days prior to such deadline, then Ono party; provided that the non-controlling Party shall be entitled reimbursed by the controlling Party as to initiate infringement proceedings any costs or take other appropriate action against an Infringing Product expenses incurred, and shall have the right to be represented by its own counsel at its own expense. The Party conducting controlling any such action (“Enforcing Party”) shall have full control over its conduct, including settlement thereof; provided, however, that keep the Enforcing other non-controlling Party may not settle updated with respect to any such action, including providing copies of all documents received or make filed in connection with any admissions or assert any position in such action, in a manner that would materially adversely affect the rights or interests of the other Party, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. In any event, the Parties shall assist one another and cooperate in any such litigation at Enforcing Party’s reasonable request. (ii) With respect to Infringing Products containing Binimetinib, Ono’s rights under Section 11.3(a)(i) are subject to the rights previously granted to AstraZeneca AB (“AZ”) pursuant to Sections 8.3.1 and 8.3.3 of that certain Collaboration and License Agreement between Array and AZ, effective as of December 18, 2003, as amended by that certain Amendment to Collaboration and License Agreement, between Array and AZ, effective as of June 1, 2009 (collectively, the “AZ Agreement”). For the avoidance of doubt, the rights granted to or retained by Array pursuant to Sections 8.3.1 and 8.3.3 of the AZ Agreement shall, to the extent relating to Infringing Products containing Binimetinib, be subject to this Agreement, including this Section 11.3. Any enforcement actions initiated by AZ with respect to an Infringing Product shall be deemed initiated by Array for purposes of Section 11.3(a)(i), and the costs and expenses incurred by Array in such enforcement action shall include any costs and expenses reimbursed or required to be reimbursed by Array to AZ in accordance with the AZ Agreement in such enforcement action. Additionally it is further understood that notwithstanding anything to the contrary in this Agreement, the AZ Agreement, and the rights granted to AZ thereunder, shall in no event constitute a breach of Sections 8.2 and 15.1. (iii) With respect to the responsibility and allocation of costs for the enforcement of the Joint Patents (i) against Third Party products that infringe the Joint Patents outside the Ono Territory, or (ii) against Third Party products in the Ono Territory that infringe the Joint Patents but that are not “Infringing Products”, the Parties shall discuss and agree at the time when the Parties consult with respect to the strategy of such enforcement action in response to such Third Party infringement.

Enforcement Actions. The Parties shall consult (through the IPWG or as otherwise agreed by the Parties) as to potential strategies to terminate suspected or potential Infringement, including IPRs, oppositions, or other actions that may be initiated against a Third Party’s Patent or any product or service that infringes or that interferes with either the Adaptive Platform IP or GNE Collaboration IP (each IPR, opposition or other action, an “Opposition Proceeding”), consistent with the overall goals of this Agreement. If the Parties fail to agree on such strategies: (a) With respect to any Infringement by a Third Party of any Patent included in the TCR-Specific Platform IP with respect to (i) In the event that Array or Ono becomes aware composition of actual or threatened infringement or misappropriation of any Array Patent or Array Knowmatter claims (excluding product-How in any country within the Ono Territory by the Manufacture or sale or use of an unauthorized version of a Product (“Infringing Product”by-process claims), then (ii) therapeutic method claims relating to Cell Therapy and/or targeting cancer-specific Antigens, or (iii) manufacturing method claims, in each case in such Party Patents, GNE shall promptly notify have the other Party in writing final decision right at the IPWG, and the Parties shall consult with each other with respect to the strategy in response to such Infringing Product. Array shall have the first right, but not the obligation, to initiate proceedings seek to ▇▇▇▇▇ any actual or take other appropriate action in Ono Territorysuspected Infringement by a Third Party, at its own expenseor to file suit, including an Opposition Proceeding, against any Third Party for Infringement of such Third Partyclaims in such Patents. If Array GNE does not initiate proceedings or take other appropriate action not, within ninety (90) [***] days of receipt of a request by Ono notice under Section 11.4.1, take steps to initiate an enforcement proceeding▇▇▇▇▇ the Infringement, or to file suit to enforce against such Infringement, then Adaptive shall have the right upon GNE’s prior written consent (not to be unreasonably withheld, conditioned or delayed), but not the obligation, to take action to enforce against such Infringement, including initiating an Opposition Proceeding; provided, that if a legal proceeding must be commenced prior to GNE is engaged in ongoing settlement discussions at the end of such ninety(90) [***] day period then Adaptive shall not be permitted to avoid exercise such right unless such settlement discussions cease without reaching settlement or GNE ceases to pursue such discussions. (b) Except as set forth in Section 11.4.2(a), Adaptive shall have the first right, but not the obligation, to seek to ▇▇▇▇▇ any actual or suspected Infringement by a loss Third Party, or to file suit, including an Opposition Proceeding, against any Third Party for Infringement, in each case of rightsthe Adaptive Platform IP (including, for clarity, all Adaptive Core Platform IP and the TCR-Specific Platform IP that is not subject to Section 11.4.2(a)). If Adaptive does not, within [***] days of receipt of a notice under Section 11.4.1, take steps to ▇▇▇▇▇ the Infringement, or to file suit to enforce against such Infringement, and such Infringement adversely impacts, or could adversely impact GNE’s Net Sales of Licensed Product(s) in the applicable country, then no later GNE shall have the right, but not the obligation, to take action to enforce against such Infringement, including initiating an Opposition Proceeding; provided, that (i) if Adaptive is engaged in ongoing settlement discussions at the end of such [***] day period then GNE shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Adaptive ceases to pursue such discussions, and (ii) GNE shall not, other than five in accordance with Section 11.4.2(a), in respect of such Infringement, have the right to assert (5A) days any Adaptive Core Patent without Adaptive’s prior written consent, or (B) any Patent claiming any TCR-Specific Platform IP if GNE or its Affiliates otherwise have the right to assert any Patent(s) outside of the TCR-Specific Platform IP that claim (1) the composition of a Licensed Product, (2) any method, composition or apparatus for the manufacture of a Licensed Product, or (3) any method of treatment employing or use of a Licensed Product. (c) GNE shall have the sole right, but not the obligation, to seek to ▇▇▇▇▇ any actual or suspected Infringement by a Third Party, or to file suit, including an Opposition Proceeding, against any Third Party for Infringement, in each case of the GNE Collaboration IP. (d) The non-controlling Party shall cooperate with the Party controlling any such deadlineaction to ▇▇▇▇▇ or enforce (as may be reasonably requested by the controlling Party and at the controlling Party’s expense), then Ono including, if necessary, by being joined as a party provided, that the non-controlling Party shall be entitled indemnified by the controlling Party as to initiate infringement proceedings any costs or take other appropriate action against an Infringing Product expenses, and shall have the right to be represented by its own counsel at its own expense. The Party conducting controlling any such action (“Enforcing Party”) shall have full control over its conduct, including settlement thereof; provided, however, that keep the Enforcing other Party may not settle updated with respect to any such action, including providing copies of all documents received or make filed in connection with any admissions or assert any position in such action, in a manner that would materially adversely affect the rights or interests of the other Party, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. In any event, the Parties shall assist one another and cooperate in any such litigation at Enforcing Party’s reasonable request. (ii) With respect to Infringing Products containing Binimetinib, Ono’s rights under Section 11.3(a)(i) are subject to the rights previously granted to AstraZeneca AB (“AZ”) pursuant to Sections 8.3.1 and 8.3.3 of that certain Collaboration and License Agreement between Array and AZ, effective as of December 18, 2003, as amended by that certain Amendment to Collaboration and License Agreement, between Array and AZ, effective as of June 1, 2009 (collectively, the “AZ Agreement”). For the avoidance of doubt, the rights granted to or retained by Array pursuant to Sections 8.3.1 and 8.3.3 of the AZ Agreement shall, to the extent relating to Infringing Products containing Binimetinib, be subject to this Agreement, including this Section 11.3. Any enforcement actions initiated by AZ with respect to an Infringing Product shall be deemed initiated by Array for purposes of Section 11.3(a)(i), and the costs and expenses incurred by Array in such enforcement action shall include any costs and expenses reimbursed or required to be reimbursed by Array to AZ in accordance with the AZ Agreement in such enforcement action. Additionally it is further understood that notwithstanding anything to the contrary in this Agreement, the AZ Agreement, and the rights granted to AZ thereunder, shall in no event constitute a breach of Sections 8.2 and 15.1. (iii) With respect to the responsibility and allocation of costs for the enforcement of the Joint Patents (i) against Third Party products that infringe the Joint Patents outside the Ono Territory, or (ii) against Third Party products in the Ono Territory that infringe the Joint Patents but that are not “Infringing Products”, the Parties shall discuss and agree at the time when the Parties consult with respect to the strategy of such enforcement action in response to such Third Party infringement.