Common use of Initial Enforcement Clause in Contracts

Initial Enforcement. As between the Parties, and subject to Section 7.7 and Section 7.8: (i) Celgene shall have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to any [***]SM Competitive Infringement of (A) any [***] under this [***]SM Agreement and that [***] (such Patents, the “OncoMed [***]SM Product Patents”), and (B) any [***] pursuant to the terms of the Master Collaboration Agreement (the “Celgene [***]SM Patents”), in each case by counsel of its own choice, in Celgene’s own name and under Celgene’s direction and control. The foregoing right of Celgene shall include the right to perform all actions of a reference product sponsor set forth in the U.S. ▇▇▇▇▇-▇▇▇▇▇▇ Act or Public Health Service Act, and any ex-U.S. equivalent of the ▇▇▇▇▇-▇▇▇▇▇▇ Act (the “▇▇▇▇▇-▇▇▇▇▇▇ Act”). (ii) OncoMed shall have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to any [***]SM Competitive Infringement of any [***], by counsel of its own choice, in OncoMed’s own name and under OncoMed’s direction and control, provided that OncoMed shall keep Celgene, through the JSC, reasonably informed as to the status of, and all material developments in such action, and shall consider in good faith the input of Celgene regarding the strategy and handling of such enforcement activities. The foregoing right of OncoMed shall include the right to perform all actions of a reference product sponsor set forth in the ▇▇▇▇▇-▇▇▇▇▇▇ Act to the extent permitted under applicable Law, and if OncoMed is limited in performing such actions, Celgene shall reasonably cooperate to enable OncoMed to perform such actions.

Initial Enforcement. As between the Parties, and subject to Section Sections 7.7 and Section 7.8: (i) Celgene shall have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to any [***]SM License Competitive Infringement of (A) any [***] under this [***]SM License Agreement and that [***] (such Patents, the “OncoMed [***]SM Licensed Product Patents”), and (B) any Celgene Patent or any Collaboration Patent [***] pursuant to the terms of the Master Collaboration Agreement (the “Celgene [***]SM Licensed Patents”), in each case by counsel of its own choice, in Celgene’s own name and under Celgene’s direction and control. The foregoing right of Celgene shall include the right to perform all actions of a reference product sponsor set forth in the U.S. ▇▇▇▇▇-▇▇▇▇▇▇ Act or Public Health Service Act, and any ex-U.S. equivalent of the ▇▇▇▇▇-▇▇▇▇▇▇ Act (the “▇▇▇▇▇-▇▇▇▇▇▇ Act”). (ii) OncoMed shall have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to any [***]SM License Competitive Infringement of any [***]OncoMed Licensed Patent that is exclusively licensed to Celgene under this License Agreement that is not an OncoMed Licensed Product Patent, by counsel of its own choice, in OncoMed’s own name and under OncoMed’s direction and control, provided that with respect to enforcement in relation to Licensed Product, OncoMed shall keep Celgene, through the JSC, reasonably informed as to the status of, and all material developments in such action, and shall consider in good faith the input of Celgene regarding the strategy and handling of such enforcement activities. The foregoing right of OncoMed shall include the right to perform all actions of a reference product sponsor set forth in the ▇▇▇▇▇-▇▇▇▇▇▇ Act to the extent permitted under applicable Law, and if OncoMed is limited in performing such actions, Celgene shall reasonably cooperate to enable OncoMed to perform such actions.