Common use of Interference, Derivation, Opposition, Reissue Reexamination and Post Grant Review Proceedings Clause in Contracts

Interference, Derivation, Opposition, Reissue Reexamination and Post Grant Review Proceedings. Any Party shall, within ten (10) business days of learning of any request for, or filing or declaration of, any interference, derivation, opposition, reexamination, or post grant review (or similar administrative proceedings) relating to Merck Patent Rights or Merck Improvement Patents, inform the other Party of such event. Merck and Licensee shall thereafter consult and cooperate fully to determine a course of action with respect to any such proceeding. Licensee shall have the right to review and approve any submission to be made in connection with such proceeding. Merck shall not initiate any interference, derivation, reissue, or reexamination proceeding (or similar administrative proceedings) relating to Merck Patent Rights, or seek correction of a patent within the Merck Patent Rights or Merck Improvement Patents, without the prior written consent of Licensee, which consent shall not be unreasonably withheld, delayed or conditioned. In connection with any interference, derivation, opposition, reissue, reexamination, or post grant review proceeding (or similar administrative proceedings) or correction relating to Merck Patent Rights or Merck Improvement Patents, Merck and Licensee will cooperate fully and will provide each other with any information or assistance that either may reasonably request. Merck shall keep Licensee informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. To the extent Merck and Licensee mutually agree with the course of action with respect to any interference, derivation, opposition, reexamination, reissue, or post grant review proceeding (or similar administrative proceedings) or correction relating to Merck Patent Rights, Licensee shall bear the expense of such proceeding or action.

Interference, Derivation, Opposition, Reissue Reexamination and Post Grant Review Proceedings. Any Party shall, within ten (10) business days of learning of any request for, or filing or declaration of, any interference, derivation, opposition, reexamination, or post grant review (or similar administrative proceedings) relating to Merck Patent Rights or Merck Improvement Patents, and inform the other Party of such event. Merck and Licensee shall thereafter consult and cooperate fully to determine a course of action with respect to any such proceeding. Licensee shall have the right to review and approve any submission to be made in connection with such proceeding. Merck shall not initiate any interference, derivation, reissue, or reexamination proceeding (or similar administrative proceedings) relating to Merck Patent Rights, or seek correction of a patent within the Merck Patent Rights or Merck Improvement Patents, without the prior written consent of Licensee, which consent shall not be unreasonably withheld, delayed or conditioned. In connection with any interference, derivation, opposition, reissue, reexamination, or post grant review proceeding (or similar administrative proceedings) or correction relating to Merck Patent Rights or Merck Improvement PatentsRights, Merck and Licensee will cooperate fully and will provide each other with any information or assistance that either may reasonably request. Merck shall keep Licensee informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. To the extent Merck and Licensee mutually agree with the course of action with respect to any interference, derivation, opposition, reexamination, reissue, or post grant review proceeding (or similar administrative proceedings) or correction relating to Merck Patent Rights, Licensee shall bear the expense of such proceeding or actionproceeding.

Interference, Derivation, Opposition, Reissue Reexamination and Post Grant Review Proceedings. Any Either Party shall, within ten (10) [***] business days of learning of any request for, or filing or declaration of, any interference, derivation, opposition, reexamination, or post grant review (or similar administrative proceedings) relating to Merck the Cerecor Patent Rights Rights, Improvement Patents or Merck Improvement PatentsLicensee Patent Rights, inform the other Party of such event. Cerecor and Licensee, or if in connection with any Merck Patent Rights, Merck and Licensee Licensee, shall thereafter consult and cooperate fully to determine a course of action with respect to any such proceedingproceeding to the extent involving any Cerecor Patent Rights. Licensee shall have the right to review and approve any submission to be made in connection with a proceeding involving the Cerecor Patent Rights. Licensee shall have the right to determine a course of action with respect to any such proceeding to the extent solely involving the Licensee Patent Rights; provided that Cerecor and Merck shall have the right to review and approve any submission to be made in connection with such a proceeding. Merck Cerecor shall not initiate any interference, derivation, reissue, or reexamination proceeding (or similar administrative proceedings) relating to Merck Cerecor Patent Rights, Rights or seek correction of a patent within the Merck Cerecor Patent Rights or Merck Improvement Patents, without the prior written consent of Licensee, which consent shall not be unreasonably withheld, delayed or conditioned. In connection with any interference, derivation, opposition, reissue, reexamination, or post grant review proceeding (or similar administrative proceedings) or correction relating to Merck Cerecor Patent Rights or Merck Cerecor Improvement Patents, Merck Cerecor and Licensee will cooperate fully and will provide each other with any information or assistance that either may reasonably request. Merck Cerecor shall keep Licensee informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. To the extent Cerecor, or if in connection with any Merck Patent Rights or Merck Improvement Patents, Merck, and Licensee mutually agree with the course of action with respect to any interference, derivation, opposition, reexamination, reissue, or post grant review proceeding (or similar administrative proceedings) or correction relating to Merck Cerecor Patent Rights, Licensee [***] shall bear the expense of such proceeding or action. [***] shall bear the expenses of all proceedings or actions to the extent solely involving the Licensee Patent Rights.

Interference, Derivation, Opposition, Reissue Reexamination and Post Grant Review Proceedings. Any Party shall, within ten (10) [***] business days of learning of any [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. request for, or filing or declaration of, any interference, derivation, opposition, reexamination, or post grant review (or similar administrative proceedings) or notice from a Third Party indicating the possibility of any such action relating to any Merck Patent Rights or Merck Improvement PatentsRight, inform the other Party of such event. Merck and Licensee shall thereafter consult and cooperate fully to determine a course of action with respect to any such proceeding. Licensee Urovant shall have the first right to review control the defense of such action at its own expense, and approve any submission shall permit Merck to participate in the proceeding to the extent permissible under Applicable Laws, and to be made represented by its own counsel in connection with such proceeding, at Merck’s expense. If Urovant decides that it does not wish to defend against such action, then Merck will have a backup right to assume defense of such action at Merck’s expense. Urovant shall not initiate any interference, derivation, reissue, or reexamination proceeding (or similar administrative proceedings) relating to any Merck Patent RightsRight, or seek correction of a patent within the Merck Patent Rights or Merck Improvement PatentsRights, without the prior written consent of LicenseeMerck, which consent shall not be unreasonably withheld, delayed or conditioned. In connection with any interference, derivation, opposition, reissue, reexamination, or post grant review proceeding (or similar administrative proceedings) or correction relating to Merck Patent Rights or Merck Improvement PatentsRights, Merck and Licensee Urovant will cooperate fully and will provide each other with any information or assistance that either may reasonably request. Merck Urovant shall keep Licensee Merck reasonably informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. To the extent Merck Urovant agrees to consult with Merck, and Licensee mutually agree with the course of action with respect will obtain Merck’s consent prior to entering in any interferencesettlement agreement, derivationsuch consent not be unreasonably withheld, opposition, reexamination, reissue, conditioned or post grant review proceeding (or similar administrative proceedings) or correction relating to Merck Patent Rights, Licensee shall bear the expense of such proceeding or actiondelayed.

Interference, Derivation, Opposition, Reissue Reexamination and Post Grant Review Proceedings. Any Party shall, within ten (10) [***] business days of learning of any [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED request for, or filing or declaration of, any interference, derivation, opposition, reexamination, or post grant review (or similar administrative proceedings) or notice from a Third Party indicating the possibility of any such action relating to any Merck Patent Rights or Merck Improvement PatentsRight, inform the other Party of such event. Merck and Licensee shall thereafter consult and cooperate fully to determine a course of action with respect to any such proceeding. Licensee Urovant shall have the first right to review control the defense of such action at its own expense, and approve any submission shall permit Merck to participate in the proceeding to the extent permissible under Applicable Laws, and to be made represented by its own counsel in connection with such proceeding, at Merck’s expense. If Urovant decides that it does not wish to defend against such action, then Merck will have a backup right to assume defense of such action at Merck’s expense. Urovant shall not initiate any interference, derivation, reissue, or reexamination proceeding (or similar administrative proceedings) relating to any Merck Patent RightsRight, or seek correction of a patent within the Merck Patent Rights or Merck Improvement PatentsRights, without the prior written consent of LicenseeMerck, which consent shall not be unreasonably withheld, delayed or conditioned. In connection with any interference, derivation, opposition, reissue, reexamination, or post grant review proceeding (or similar administrative proceedings) or correction relating to Merck Patent Rights or Merck Improvement PatentsRights, Merck and Licensee Urovant will cooperate fully and will provide each other with any information or assistance that either may reasonably request. Merck Urovant shall keep Licensee Merck reasonably informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. To the extent Merck Urovant agrees to consult with Merck, and Licensee mutually agree with the course of action with respect will obtain Merck’s consent prior to entering in any interferencesettlement agreement, derivationsuch consent not be unreasonably withheld, opposition, reexamination, reissue, conditioned or post grant review proceeding (or similar administrative proceedings) or correction relating to Merck Patent Rights, Licensee shall bear the expense of such proceeding or actiondelayed.