Common use of Enforcement and Defense Clause in Contracts

Enforcement and Defense. (a) AVEO shall give MERCK notice of either (i) any infringement of AVEO Patent Rights, or (ii) any misappropriation or misuse of AVEO Know-How, that may come to AVEO’s attention. MERCK and AVEO shall thereafter consult and cooperate fully to determine a course of action, including but not limited to the commencement of legal action by either or both MERCK and AVEO, to terminate any infringement of AVEO Patent Rights or any misappropriation or misuse of AVEO Know-How. However, AVEO, upon notice to MERCK, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of AVEO and MERCK, or to control the defense of any declaratory judgment action relating to AVEO Patent Rights or AVEO Know-How. AVEO shall promptly inform MERCK if it elects not to exercise such first right and MERCK shall thereafter have the right to either initiate and prosecute such action or to control the defense of such declaratory judgment action in the name of MERCK and, if necessary, AVEO. Each Party shall have the right to be represented by counsel of its own choice.

Enforcement and Defense. (a) AVEO RENOVIS shall give MERCK notice of either (i) any infringement of AVEO Patent Rights, or (ii) any misappropriation or misuse of AVEO RENOVIS Know-How, that may come to AVEO’s RENOVIS’ attention. MERCK and AVEO RENOVIS shall thereafter consult and cooperate fully to determine a course of action, including but not limited to the commencement of legal action by either or both MERCK and AVEORENOVIS, to terminate any infringement of AVEO Patent Rights or any misappropriation or misuse of AVEO RENOVIS Know-How. However, AVEORENOVIS, upon notice to MERCK, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of AVEO RENOVIS and MERCK, or to control the defense of any declaratory judgment action relating to AVEO Patent Rights or AVEO RENOVIS Know-How. AVEO RENOVIS shall promptly inform MERCK if it elects not to exercise such first right and MERCK shall thereafter have the right to either initiate and prosecute such action or to control the defense of such declaratory judgment action in the name of MERCK and, if necessary, AVEORENOVIS. Each Party shall have the right to be represented by counsel of its own choice.