Common use of Enforcement of Joint Patent Rights Clause in Contracts

Enforcement of Joint Patent Rights. Ambrx and Elanco will each promptly notify the other in writing of any alleged or threatened infringement of the Joint Product Patent Rights of which they become aware. Ambrx and Elanco will then confer and may agree jointly to prosecute any such infringement. If the Parties do not agree on whether or how to proceed with enforcement activity (a) within ninety (90) days following the notice of alleged infringement or (b) ten (10) business days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then (i) Elanco may commence litigation with respect to the alleged or threatened infringement at its own expense if such infringement relates solely to the Field, and (ii) Ambrx may commence litigation with respect to the alleged or threatened infringement at its own expense if such infringement relates to activities outside the Field. In the event that Elanco does not commence litigation described in clause (i) of the preceding sentence within five (5) business days of the above-specified date, Ambrx may do so, at Ambrx’ expense. In the event a Party brings an infringement action against a Third Party as described herein, the other Party will reasonably cooperate, including, if required to bring such action, the furnishing of a power of attorney. Except as otherwise agreed to by the Parties as part of a cost-sharing arrangement, any recovery realized as a result of such litigation (whether by way of settlement or otherwise) with respect to a Third Party’s infringement will be first allocated to reimbursement of unreimbursed legal fees and expenses incurred by the Party initiating the proceeding, then toward reimbursement of any unreimbursed legal fees and expenses of the other Party, and then the remainder will be divided between the Parties as follows: (y) if the award is based on lost profits, Elanco will receive an amount equal to the damages the court determines Elanco has suffered as a result of the infringement less the amount of any royalties that would have been due to Ambrx on sales of Products lost by Elanco or any Affiliate or sublicensee of Elanco as a result of the infringement had Elanco or any Affiliate or sublicensee of Elanco made such sales; provided, however, that Ambrx shall first receive an amount equal to the royalties and other payments it would have received under Article V if sales that would have generated such lost profits had been made by Elanco or any Affiliate or sublicensee of Elanco; and (z) as to awards for infringements other than those based on lost profits, [***] to the Party initiating such proceedings and [***] to the other Party.

Enforcement of Joint Patent Rights. Ambrx and Elanco will each promptly notify the other in writing of If a Party learns that any alleged or threatened infringement of the Joint Product Patent Rights are infringed or misappropriated by activities of which they become awarea Third Party relating to a Product in any country in the Territory, such Party shall promptly notify in writing the other Party hereto. Ambrx JOT shall have the initial right to enforce the Joint Patent Rights in the Territory and Elanco will then confer and may agree jointly Aquanova agrees to prosecute any join such infringementproceeding, at JOT’s expense, if required by Applicable Law for JOT to bring such action. If JOT fails to initiate a suit to enforce such Joint Patent Rights relating to a Product against such a Third Party in the Parties do not agree on whether or how to proceed with enforcement activity (a) Territory within ninety (90) days following the notice after notification of alleged such infringement or (b) ten (10) business days before the time limitdeclines to initiate such suit, if any, set forth then Aquanova may initiate such suit against such infringement in the appropriate laws name of Aquanova and regulations for at the filing expense of Aquanova in the Territory; provided that JOT agrees to join such actions, whichever comes first, then (i) Elanco may commence litigation with respect to the alleged or threatened infringement at its own expense if such infringement relates solely to the Field, and (ii) Ambrx may commence litigation with respect to the alleged or threatened infringement at its own expense if such infringement relates to activities outside the Field. In the event that Elanco does not commence litigation described in clause (i) of the preceding sentence within five (5) business days of the above-specified date, Ambrx may do soproceeding, at Ambrx’ Aquanova’s expense. In the event a Party brings an infringement action against a Third Party as described herein, the other Party will reasonably cooperate, including, if required by Applicable Law for Aquanova to bring such action. The Party bringing any such claim, suit or proceeding (the furnishing “Enforcing Party”) pursuant to this Section 10.03, shall keep the other Party hereto reasonably informed of the progress of any such claim, suit or proceeding. Without the prior written consent of the other Party, neither Party shall enter into a power settlement with a Third Party involving such Joint Patent Rights in any manner that would negatively impact such intellectual property or that would limit or restrict the ability of attorneyeither Party to Commercialize the Products anywhere in the Territory or the ROW. Except as otherwise agreed to by the Parties as part of a costAquanova and JOT shall first recover their respective actual out-sharing arrangement, of-pocket expenses associated with any litigation or settlement thereof from any recovery realized made by any Party. Any excess amount recovered shall be divided in the following manner: to JOT to cover any lost profits as a result of such litigation (whether by way of settlement infringement or otherwise) with respect to a Third Party’s infringement will be first allocated to reimbursement of unreimbursed legal fees and expenses incurred by the Party initiating the proceeding, then toward reimbursement of any unreimbursed legal fees and expenses of the other Partymisappropriation, and then the remainder will be divided between the Parties as follows: seventy-five percent (y75%) if the award is based on lost profits, Elanco will receive an amount equal to the damages the court determines Elanco has suffered as a result of the infringement less the amount of any royalties that would have been due to Ambrx on sales of Products lost by Elanco or any Affiliate or sublicensee of Elanco as a result of the infringement had Elanco or any Affiliate or sublicensee of Elanco made such sales; provided, however, that Ambrx shall first receive an amount equal to the royalties Enforcing Party and other payments it would have received under Article V if sales that would have generated such lost profits had been made by Elanco or any Affiliate or sublicensee of Elanco; and twenty-five percent (z25%) as to awards for infringements other than those based on lost profits, [***] to the Party initiating such proceedings and [***] to the other Party. JOT shall have the sole right to enforce the Joint Patent Rights in the ROW.

Enforcement of Joint Patent Rights. Ambrx and Elanco will each If any JOINT PATENT is infringed by a THIRD PARTY in any country in the TERRITORY, the Party to this Agreement first having knowledge of such infringement shall promptly notify the other in writing writing. The notice shall set forth the facts of that infringement in reasonable detail. Aradigm shall have the primary right, but not the obligation, to institute, prosecute, and control any alleged action or threatened infringement proceeding with respect to such infringement, by counsel of its own choice, and SB shall have the Joint Product Patent Rights of which they become aware. Ambrx and Elanco will then confer and may agree jointly right, at its own expense, to prosecute be represented in any such infringementaction by counsel of its own choice. If the Parties do not agree on whether Aradigm fails to bring an action or how to proceed with enforcement activity (a) proceeding against such suspected infringer within a period of ninety (90) days following the notice of alleged infringement or (b) ten (10) business days before the time limit, if any, set forth in the appropriate laws and regulations for the filing after having knowledge of such actions, whichever comes firstinfringement, then (i) Elanco may commence litigation with respect SB shall have the right to bring and control an action against such infringer by counsel of its own choice, and Aradigm shall have the alleged or threatened infringement right to be represented in any such action by counsel of its own choice at its own expense if such infringement relates solely to the Field, and (ii) Ambrx may commence litigation with respect to the alleged or threatened infringement at its own expense if such infringement relates to activities outside the Field. In the event that Elanco does not commence litigation described in clause (i) of the preceding sentence within five (5) business days of the above-specified date, Ambrx may do so, at Ambrx’ expense. In The Party controlling any such action shall consider in good faith the event a Party brings an infringement action against a Third Party as described herein, interests of the other Party will reasonably cooperatein so doing, including, if required and shall not settle or consent to bring an adverse judgment in any such action, action which would have a material adverse effect on the furnishing rights or interests of a power of attorney. Except as otherwise agreed to by the Parties as part of a cost-sharing arrangement, any recovery realized as a result of such litigation (whether by way of settlement or otherwise) with respect to a Third Party’s infringement will be first allocated to reimbursement of unreimbursed legal fees and expenses incurred by other Party without the Party initiating the proceeding, then toward reimbursement of any unreimbursed legal fees and expenses prior express written consent of the other Party, which consent shall not be unreasonably withheld. If one Party brings any such action or proceeding with respect to a JOINT PATENT, the other Party agrees to be joined as a Party plaintiff if necessary to prosecute the action and then to give the remainder will first Party reasonable assistance and authority to file and prosecute the suit. Any damages or other monetary awards recovered in an action against an infringer of a JOINT PATENT shall be divided between allocated to the Parties as followsin the following manner: (y) if the award is based on lost profitsfirst, Elanco will receive an amount equal to the damages reimbursement of Aradigm and SB * Certain information on this page has been omitted and filed separately with the court determines Elanco Commission. Confidential treatment has suffered as a result of the infringement less the amount of any royalties that would have been due to Ambrx on sales of Products lost by Elanco or any Affiliate or sublicensee of Elanco as a result of the infringement had Elanco or any Affiliate or sublicensee of Elanco made such sales; provided, however, that Ambrx shall first receive an amount equal requested with respect to the royalties and other payments it would have received under Article V if sales that would have generated such lost profits had been made by Elanco or any Affiliate or sublicensee of Elanco; and (z) as to awards for infringements other than those based on lost profits, [***] to the Party initiating such proceedings and [***] to the other Partyomitted portions.

Enforcement of Joint Patent Rights. Ambrx Lipid Sciences and Elanco will each promptly notify the other in writing of any alleged or threatened infringement of the Joint Product Patent Rights of which they become aware. Ambrx Lipid Sciences and Elanco will then confer and may agree jointly to prosecute any such infringement. If the Parties do not agree on whether or how to proceed with enforcement activity (a) within ninety (90) days following the notice of alleged infringement or (b) ten (10) business days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then (i) Elanco may commence litigation with respect to the alleged or threatened infringement at its own expense if such infringement relates solely to the Field, and (ii) Ambrx may commence litigation with respect to the alleged or threatened infringement at its own expense if such infringement relates to activities outside the Fieldexpense. In the event that Elanco does not commence litigation described in clause (i) of the preceding sentence within five (5) business days of the above-specified date, Ambrx Lipid Sciences may do so, at AmbrxLipid Sciences’ expense. In the event a Party brings an infringement action against a Third Party as described hereinParty, the other Party will reasonably cooperatecooperate fully, including, if required provided that there is a mutual agreement as to bring such the purpose and goal of the enforcement action, the furnishing of a power of attorney. Except as otherwise agreed to by the Parties as part of a cost-sharing arrangement, any recovery realized as a result of such litigation (whether by way of settlement or otherwise) with respect to a Third Party’s infringement will be first allocated to reimbursement of unreimbursed legal fees and expenses incurred by the Party initiating the proceeding, then toward reimbursement of any unreimbursed legal fees and expenses of the other Party, and then the remainder will be divided between the Parties as follows: (y) if the award is based on lost profits, Elanco will receive an amount equal to the damages the court determines Elanco has suffered as a result of the infringement less the amount of any royalties that would have been due to Ambrx Lipid Sciences on sales of Products Product(s) and/or New Product(s) lost by Elanco or any Affiliate or sublicensee of Elanco as a result of the infringement had Elanco or any Affiliate or sublicensee of Elanco made such sales; provided, however, that Ambrx shall first and Lipid Sciences will receive an amount equal to the royalties and other payments it would have received under Article V VI if such sales that would have generated such lost profits had been made by Elanco or any Affiliate or sublicensee of Elanco; and (z) as to awards for infringements other than those based on lost profits, [***] sixty percent (60%) to the Party initiating such proceedings and [***] forty percent (40%) to the other Party.

Enforcement of Joint Patent Rights. Ambrx Cubist and Elanco will Novartis shall each promptly notify the other in writing of any alleged or threatened infringement of the Joint Product Patent Rights of which they become aware. Ambrx Cubist and Elanco will Novartis shall then confer and may agree jointly to prosecute any such infringement. If the Parties do not agree on whether or how to proceed with enforcement activity (ai) within ninety (90) days following the notice of alleged infringement or (bii) ten (10) business days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then (i) Elanco Cubist may commence litigation with respect to the alleged or threatened infringement at its own expense if such infringement relates solely to the Fieldexpense, and credit against the percentage of Milestone Revenue Income and royalties otherwise due Novartis under Section 8.5 all of its expenses incurred in such action (ii) Ambrx may commence litigation with respect to the alleged or threatened infringement at its own expense if such infringement relates to activities outside the Fieldincluding attorneys' fees and expenses). In the event that Elanco Cubist does not commence litigation described in clause (i) of the preceding sentence within five (5) business days of the above-specified date, Ambrx Novartis may do so, at Ambrx’ expenseso and credit against the development milestones payments due Cubist under Section 8.3.2 and the royalties due Cubist under Section 8.4 all of its expenses incurred in such action (including attorneys' fees and expenses). In the event a Party brings an infringement action against a Third Party as described hereinaction, the other Party will reasonably cooperateshall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney. Neither Party shall have the right to settle any patent infringement litigation under this Section in a manner that diminishes the rights or interests of the other Party without the express written consent of such other Party. Except as otherwise agreed to by the Parties as part of a cost-cost sharing arrangement, any recovery realized as a result of such litigation (whether by way of settlement or otherwise) with respect to a Third Party’s infringement will shall be first allocated to reimbursement of unreimbursed legal fees and expenses incurred by the Party initiating the proceeding, then toward reimbursement of any unreimbursed legal fees and expenses of the other Party, then, if applicable, toward reimbursement of the other Party for the amount of any payments withheld by the Party initiating the proceeding as permitted above, and then the remainder will shall be divided between the Parties as follows: (yi) if the award is based on lost profits, Elanco will Seller shall receive an amount equal to the damages the court determines Elanco the Seller has suffered as a result of the infringement less the amount of any royalties that would have been due to Ambrx the other party on sales of Products lost by Elanco or any Affiliate or sublicensee of Elanco Seller as a result of the infringement had Elanco or any Affiliate or sublicensee of Elanco Seller made such sales; provided, however, that Ambrx and the other party shall first receive an amount equal to the royalties and other payments it would have received under Article V 8 if such sales that would have generated such lost profits had been made by Elanco or any Affiliate or sublicensee of ElancoSeller; and (zii) as to awards for infringements other than those based on lost profits, [***] sixty percent (60%) to the Party party initiating such proceedings and [***] forty percent (40%) to the other Partyparty.

Enforcement of Joint Patent Rights. Ambrx and Elanco will each If any Joint Patent is or might reasonably be infringed by a Third Party in any country in the Territory, the Party to this Agreement first having knowledge of such infringement shall promptly notify the other Party in writing writing. The notice shall set forth the facts of that infringement in reasonable detail. With respect to Joint Patents that are owned solely by one Party, such Party shall have the sole right, but not the ------------------------------------- /*/ Confidential Treatment Requested. obligation, to institute, prosecute, and control any alleged action or threatened infringement of the Joint Product Patent Rights of which they become aware. Ambrx and Elanco will then confer and may agree jointly proceeding with respect to prosecute any such infringement. The non-owning Party agrees to give the owning Party, at the owning Party's expense, including reimbursement of the non-owning Party's out-of-pocket expenses, all reasonable assistance to defend or settle any such action or proceedings. The owning Party shall bear the costs of such action or proceedings. If such suspected infringement involves a jointly-owned Joint Patent and if the Parties do not agree on whether or how to proceed with enforcement activity (a) within ninety (90) days following the notice a joint plan of alleged infringement or (b) ten (10) business days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes firstaction, then (i) Elanco may commence litigation Medeva first shall have the right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to such infringement, by counsel of its own choice and thereafter TGC shall have the alleged or threatened infringement right but not the obligation to do so. The Party not bringing the action shall have the right, at its own expense if expense, to join as a party and be represented in any such infringement relates solely to the Field, and (ii) Ambrx may commence litigation action by counsel of its own choice. If one Party brings any such action or proceeding with respect to the alleged or threatened infringement at its own expense if such infringement relates to activities outside the Field. In the event that Elanco does not commence litigation described in clause (i) of the preceding sentence within five (5) business days of the abovea jointly-specified date, Ambrx may do so, at Ambrx’ expense. In the event a Party brings an infringement action against a Third Party as described hereinowned Joint Patent, the other Party will reasonably cooperate, including, agrees to be joined as a party plaintiff if required necessary to bring such action, prosecute the furnishing action and to give the first Party reasonable assistance and authority to file and prosecute the suit. Any damages or other monetary awards recovered in an action against an infringer of a power of attorney. Except as otherwise agreed jointly-owned Joint Patent shall be applied to by the Parties as part of a cost-sharing arrangement, any recovery realized as a result of such litigation (whether by way of settlement or otherwise) with respect to a Third Party’s infringement will be first allocated to reimbursement of unreimbursed legal TGC and Medeva for their respective out-of-pocket expenses (including reasonable attorneys' fees and expenses) incurred in prosecuting such infringement action on a pro rata basis based upon their respective out-of- pocket expenses incurred by the Party initiating the proceeding, then toward reimbursement of any unreimbursed legal fees and until all such expenses of the other Partyhave been recovered, and then the remainder will any remaining balance shall be divided equally between the Parties as follows: (y) if the award is based on lost profits, Elanco will receive an amount equal to the damages the court determines Elanco has suffered as a result of the infringement less the amount of any royalties that would have been due to Ambrx on sales of Products lost by Elanco or any Affiliate or sublicensee of Elanco as a result of the infringement had Elanco or any Affiliate or sublicensee of Elanco made such sales; provided, however, that Ambrx shall first receive an amount equal to the royalties and other payments it would have received under Article V if sales that would have generated such lost profits had been made by Elanco or any Affiliate or sublicensee of Elanco; and (z) as to awards for infringements other than those based on lost profits, [***] to the Party initiating such proceedings and [***] to the other PartyParties.

Enforcement of Joint Patent Rights. Ambrx and Elanco will each If any Joint Patent is infringed by a Third Party in any country in the Territory, the Party to this Agreement first having knowledge of such infringement shall promptly notify the other in writing writing. The notice shall set forth the facts of that infringement in reasonable detail. With respect to Joint Patents that are owned solely by one Party, such Party shall have the sole right, but not the obligation, to institute, prosecute, and control any alleged action or threatened infringement of the Joint Product Patent Rights of which they become aware. Ambrx and Elanco will then confer and may agree jointly proceeding with respect to prosecute any such infringement. If the Parties do not agree on whether or how to proceed with enforcement activity (a) within ninety (90) days following the notice of alleged such suspected infringement or (b) ten (10) business days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes firstinvolves a jointly owned Joint Patent, then (i) Elanco may commence litigation Lynx shall have the primary right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to such infringement, by counsel of its own choice, and Xxxxxxx Pharma shall have the alleged or threatened infringement right, at its own expense if expense, to be represented in any such action by counsel of its own choice. If the suspected infringement relates solely to of a Joint Patent involves an Infringement in the Field, and (ii) Ambrx may commence litigation Lynx fails to bring an action or proceeding against such suspected infringer within a period of [REDACTED] days after having knowledge of such Infringement in the Field, then Xxxxxxx Pharma shall have the right to bring and control an action against such infringer by counsel of its own choice, and Lynx shall have the right to be represented in any such action by counsel of its own choice at its own expense. The Party controlling any such action involving an CONFIDENTIAL TREATMENT REQUESTED 38. Infringement in the Field shall consider in good faith the interests of the other Party in so doing, and shall not settle or consent to an adverse judgment in any such action which would have a material adverse effect on the rights or interests of the other Party without the prior express written consent of the other Party. If one Party brings any such action or proceeding with respect to the alleged or threatened infringement at its own expense if such infringement relates to activities outside the Field. In the event that Elanco does not commence litigation described in clause (i) of the preceding sentence within five (5) business days of the abovea jointly-specified date, Ambrx may do so, at Ambrx’ expense. In the event a Party brings an infringement action against a Third Party as described hereinowned Joint Patent, the other Party will reasonably cooperateagrees to be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. Any damages or other monetary awards recovered in an action against an infringer of a jointly-owned Joint Patent based on an Infringement in the Field shall be allocated to the Parties in the following manner: first, including, if required to bring the reimbursement of Lynx and Xxxxxxx Pharma for their respective out-of-pocket expenses (including reasonable attorneys' fees and costs) incurred in prosecuting such infringement action, the furnishing of on a power of attorney. Except as otherwise agreed to by the Parties as part of a costpro rata basis based upon their respective out-sharing arrangement, any recovery realized as a result of such litigation (whether by way of settlement or otherwise) with respect to a Third Party’s infringement will be first allocated to reimbursement of unreimbursed legal fees and expenses incurred by the Party initiating the proceeding, then toward reimbursement of any unreimbursed legal fees and expenses of the other Party, and then the remainder will be divided between the Parties as follows: (y) if the award is based on lost profits, Elanco will receive an amount equal to the damages the court determines Elanco has suffered as a result of the infringement less the amount of any royalties that would have been due to Ambrx on sales of Products lost by Elanco or any Affiliate or sublicensee of Elanco as a result of the infringement had Elanco or any Affiliate or sublicensee of Elanco made such sales; provided, however, that Ambrx shall first receive an amount equal to the royalties and other payments it would have received under Article V if sales that would have generated such lost profits had been made by Elanco or any Affiliate or sublicensee of Elancoof-pocket expenses; and (z) as second, the balance to awards for infringements other than those based on lost profits, be allocated [***REDACTED] to the Party initiating such proceedings bringing suit and [***REDACTED] to the other Party.