Common use of Field Infringement Clause in Contracts

Field Infringement. Any infringement, threatened infringement, or alleged infringement of a Collaboration Patent in the New Collaboration Field that is not a Joint Product Infringement or a Unilateral Product Infringement shall be deemed a “Field Infringement.” If the Collaboration Patent in question is a Reata Patent, Reata shall have the first right, but not the obligation, to prosecute such Field Infringement. If the Collaboration Patent in question is an Xxxxxx Patent or a Joint Patent, Xxxxxx shall have the first right, but not the obligation, to prosecute such Field Infringement. In the event the Party with the first right to prosecute a Field Infringement (the “Prosecuting Party”) prosecutes such Field Infringement, the other Party shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its own expense; provided that the Prosecuting Party shall retain control of the prosecution of such claim, suit or proceeding. During any such claim, suit or proceeding, the Prosecuting Party shall: (i) provide the other Party with drafts of all official papers and statements (whether written or oral) prior to their submission in such claim, suit or proceeding, in sufficient time to allow the other Party to review, consider and substantively comment thereon; (ii) reasonably consider taking action to incorporate the other Party’s comments on all such official papers and statements; (iii) allow the other Party the opportunity to participate in the preparation of witnesses and other participants in such claim, suit or proceeding; and (iv) not settle any such claim, suit, or proceeding except in a manner that it believes in good faith is in the best interests of any existing Joint Products and any New Collaboration Compounds then being jointly Developed by the Parties. If the Prosecuting Party does not take commercially reasonable steps to prosecute a Field Infringement (i) within [***] days following the first notice provided above with respect to the Field Infringement, or (ii) provided such date occurs after the first such notice of the Field Infringement is provided, [***] Business Days before the time limit, if any, set forth in Applicable Laws for filing of such actions, whichever comes first, then the other Party may prosecute the Field Infringement. Specific terms in this exhibit have been redacted because confidential treatment for those terms has been requested. These redacted terms have been marked in this exhibit with three asterisks [***]. An unredacted version of this exhibit has been separately filed with the Securities and Exchange Commission.

Field Infringement. Any infringement, threatened infringement, or alleged infringement of a Collaboration Patent in the New Collaboration Field that is not a Joint Product Infringement or a Unilateral Product Infringement shall be deemed a ““ Field InfringementInfringement .” If the Collaboration Patent in question is a Reata Patent, Reata shall have the first right, but not the obligation, to prosecute such Field Infringement. If the Collaboration Patent in question is an Xxxxxx Patent or a Joint Patent, Xxxxxx shall have the first right, but not the obligation, to prosecute such Field Infringement. In the event the Party with the first right to prosecute a Field Infringement (the ““ Prosecuting PartyParty ”) prosecutes such Field Infringement, the other Party shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its own expense; provided that the Prosecuting Party shall retain control of the prosecution of such claim, suit or proceeding. During any such claim, suit or proceeding, the Prosecuting Party shall: (i) provide the other Party with drafts of all official papers and statements (whether written or oral) prior to their submission in such claim, suit or proceeding, in sufficient time to allow the other Party to review, consider and substantively comment thereon; (ii) reasonably consider taking action to incorporate the other Party’s comments on all such official papers and statements; (iii) allow the other Party the opportunity to participate in the preparation of witnesses and other participants in such claim, suit or proceeding; and (iv) not settle any such claim, suit, or proceeding except in a manner that it believes in good faith is in the best interests of any existing Joint Products and any New Collaboration Compounds then being jointly Developed by the Parties. If the Prosecuting Party does not take commercially reasonable steps to prosecute a Field Infringement (i) within [***] days following the first notice provided above with respect to the Field Infringement, or (ii) provided such date occurs after the first such notice of the Field Infringement is provided, [***] Business Days before the time limit, if any, set forth in Applicable Laws for filing of such actions, whichever comes first, then the other Party may prosecute the Field Infringement. Specific terms in this exhibit have been redacted because confidential treatment for those terms has been requested. These redacted terms have been marked in this exhibit with three asterisks [***]. An unredacted version of this exhibit has been separately filed with the Securities and Exchange Commission.

Field Infringement. Any infringement, threatened infringement, or alleged infringement of a Collaboration Patent in the New Collaboration Field that is not a Joint Product Infringement or a Unilateral Product Infringement shall be deemed a “Field Infringement.” If the Collaboration Patent in question is a Reata Patent, Reata shall have the first right, but not the obligation, to prosecute such Field Infringement. If the Collaboration Patent in question is an Xxxxxx Patent or a Joint Patent, Xxxxxx shall have the first right, but not the obligation, to prosecute such Field Infringement. In the event the Party with the first right to prosecute a Field Infringement (the “Prosecuting Party”) prosecutes such Field Infringement, the other Party shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its own expense; provided that the Prosecuting Party shall retain control of the prosecution of such claim, suit or proceeding. During any such claim, suit or proceeding, the Prosecuting Party shall: (i) provide the other Party with drafts of all official papers and statements (whether written or oral) prior to their submission in such claim, suit or proceeding, in sufficient time to allow the other Party to review, consider and substantively comment thereon; (ii) reasonably consider taking action to incorporate the other Party’s comments on all such official papers and statements; (iii) allow the other Party the opportunity to participate in the preparation of witnesses and other participants in such claim, suit or proceeding; and (iv) not settle any such claim, suit, or proceeding except in a manner that it believes in good faith is in the best interests of any existing Joint Products and any New Collaboration Compounds then being jointly Developed by the Parties. If the Prosecuting Party does not take commercially reasonable steps to prosecute a Field Infringement (i) within [***] days following the first notice provided above with respect to the Field Infringement, or (ii) provided such date occurs after the first such notice of the Field Infringement is provided, [***] Business Days before the time limit, if any, set forth in Applicable Laws for filing of such actions, whichever comes first, then the other Party may prosecute the Field Infringement. Specific terms in this exhibit have been redacted because confidential treatment for those terms has been requested. These redacted terms have been marked in this exhibit with three asterisks [***]. An unredacted version of this exhibit has been separately filed with the Securities and Exchange Commission.

Field Infringement. Any such infringement (or alleged infringement) or unauthorized use that occurs based upon the development, threatened infringementmanufacture, import, use, sale or offer for sale of a product that is, or alleged infringement of a Collaboration Patent reasonably could be, competitive with one or more Licensed Products (whether for sale or in Development anywhere in the New Collaboration Field that is not a Joint Product Infringement or a Unilateral Product Infringement world) shall be deemed referred to herein as a “"Field Infringement.” If the Collaboration Patent in question is a Reata Patent". With respect to any such Field Infringement, Reata Onyx shall have the first primary right, but not the obligation, to institute, prosecute and control, at its expense, any action or proceeding against the Third Party infringer of an Onyx Patent or any Patent for which Onyx has responsibility or control, with respect to such Field Infringement. If the Collaboration Patent in question is an Xxxxxx Patent or a Joint Patent, Xxxxxx and Warner shall have the first primary right, but not the obligation, to institute, prosecute and control, at its expense, any action or proceeding against the Third Party infringer of a Warner Patent, Joint Patent or any Patent for which Warner has responsibility or control, with respect to such Field Infringement. In the event Infringement (with the Party with having such primary right referred to herein as the first "ENFORCING PARTY"). If the applicable Enforcing Party institutes an action against such infringer, the other Party agrees to be joined as a party plaintiff and to give the Enforcing Party reasonable assistance and authority to control, file and prosecute the suit as necessary, and such other Party shall have the right to prosecute participate in any such action brought and to be represented by counsel of its own choice. If the Enforcing Party fails to bring an action or proceeding against the infringer in a Field Infringement within a period [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. of ninety (90) days after it has actual notice of such infringement (including by written notice from the “Prosecuting other Party”) prosecutes such Field Infringement), then the other Party shall have the right to join as a party to bring and control any such claim, suit or proceeding and participate with action against such infringer by counsel of its own choice, and the Enforcing Party shall have the right to participate in such action and be represented by counsel at of its own expense; provided that choice. Any damages or other monetary awards recovered by a Party in pursuing any action under this Section 10.5 (a) shall first be applied to reimburse the Prosecuting Party shall retain control actual costs and expenses of the prosecution of Party that brought the suit (including the internal costs and expenses specifically attributable to prosecuting such claim, suit or proceeding. During any such claim, suit or proceeding, the Prosecuting Party shall: (isuit) provide and then to reimburse the other Party for its costs in cooperation with drafts such suit. Any remaining damages or other recovery shall be allocated to the Party that was finally responsible for prosecuting such suit. No settlement or consent judgment or other voluntary final disposition of all official papers and statements (whether written or orala suit under this Section 10.5(a) prior to their submission in may be entered into by a Party prosecuting such claim, suit or proceeding, in sufficient time to allow without the consent of the other Party to review, consider and substantively comment thereon; (ii) reasonably consider taking action to incorporate if such disposition would materially adversely affect the other Party’s comments on all such official papers and statements; (iii) allow the other Party the opportunity to participate in the preparation of witnesses and other participants in such claim, suit or proceeding; and (iv) not settle any such claim, suit, or proceeding except in a manner that it believes in good faith is in the best interests of any existing Joint Products and any New Collaboration Compounds then being jointly Developed by the Parties. If the Prosecuting Party does not take commercially reasonable steps to prosecute a Field Infringement (i) within [***] days following the first notice provided above with respect to the Field Infringement, or (ii) provided such date occurs after the first such notice of the Field Infringement is provided, [***] Business Days before the time limit, if any, set forth in Applicable Laws for filing rights of such actions, whichever comes first, then the other Party may prosecute the Field Infringement. Specific terms in under this exhibit have been redacted because confidential treatment for those terms has been requested. These redacted terms have been marked in this exhibit with three asterisks [***]. An unredacted version of this exhibit has been separately filed with the Securities and Exchange CommissionAgreement.