Common use of Initial Enforcement Clause in Contracts

Initial Enforcement. As between the Parties, and subject to Section 4.7: (i) with respect to any Competitive Infringement in the Territory of a Celgene PD-1 Patent, Celgene shall have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding in the Territory to the extent any claim within a Celgene PD-1 Patent is asserted in such action or proceeding; (ii) with respect to any Competitive Infringement in the Territory of a Jounce Licensed Collaboration Patent, Jounce shall have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding in the Territory to the extent any claim within a Jounce Licensed Collaboration Patent is asserted in such action or proceeding; and (iii) with respect to any Competitive Infringement in the Territory of a Joint Collaboration Patent, Jounce shall have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding to the extent any claim within a Jounce Licensed Collaboration Patent is asserted in such action or proceeding; in each case of (i) — (iii), by counsel of its own choice, in such Party’s own name and under such Party’s direction and control, provided that either Party shall keep the other Party, reasonably informed as to the status of, and all material developments in such action, including considering in good faith, the input of the other Party regarding the strategy and handling of such enforcement activities.