Common use of Procedures and Requirements Clause in Contracts

Procedures and Requirements. In the event that either Party has cause to believe that a Third Party may be infringing or misappropriating any of the Background Rights relating to the Development Rights in the Field in the Territory, it will promptly notify the other Party in writing, identifying the alleged infringer and the alleged infringement or misappropriation complained of and providing the information upon which such determination is based. The Party that owns the Background Rights that are being infringed relating to the Development Rights in the Field in the Territory (“Owning Party”) will have the first right but not the obligation to stop any such infringement or misappropriation of the Background Rights by such Third Party or settle, pursuant to Section 5.3(b)(ii), with such Third Party. The Owning Party will have the sole right but not the obligation to stop any such infringement or misappropriation of the Background Rights to the extent not relating to the Development Rights. If the Owning Party fails to take action within ninety (90) days following its receipt of a notice of such infringement or misappropriation, then the Party that does not own the Background Rights that are being infringed as they relate to the Development Rights in the Field in the Territory (“Non-Owning Party”) will have the right to take action to stop such infringement or misappropriation. Upon reasonable request by the Party enforcing Background Rights in the Field in the Territory (the “Enforcing Party”), the other Party (the “Non-Enforcing Party”) will give the Enforcing Party all reasonable information and assistance, including allowing the Enforcing Party access to the Non-Enforcing Party’s files and documents and to the Non-Enforcing Party’s personnel who may have possession of relevant information and, if necessary or desirable for the Enforcing Party to prosecute any legal action, joining in the legal action as a party using counsel of its own choosing. Any such assistance provided by a Non-Enforcing Party will be rendered at the Enforcing Party’s cost and expense and the Enforcing Party will reimburse the Non-Enforcing Party for its reasonable and documented costs and expenses upon the Non-Enforcing Party’s request.

Procedures and Requirements. In the event that either Party has cause to believe that a Third Party may be infringing or misappropriating any of the Background Rights relating to the Development Rights Palvella Patents in the Field in the Territory, it will promptly notify the other Party in writing, identifying the alleged infringer and the alleged infringement or misappropriation complained of and providing furnishing the information upon which such determination is based. The Party that owns the Background Rights that are being infringed relating to the Development Rights in the Field in the Territory (“Owning Party”) Palvella will have the first right but not the obligation to stop any such infringement or misappropriation of the Background Rights Palvella Patents by such Third Party in the Field in the Territory or settle, pursuant to Section 5.3(b)(ii)6.2.2, with such Third Party. The Owning Party will have the sole right but not the obligation to stop any such infringement or misappropriation of the Background Rights to the extent not relating to the Development Rights. If the Owning Party Palvella fails to take action within ninety (90) days [***] following its receipt of a notice of such infringement or misappropriation, then the Party that does Ligand, upon Palvella’s prior written consent, which consent shall not own the Background Rights that are being infringed as they relate to the Development Rights in the Field in the Territory (“Non-Owning Party”) be unreasonably withheld, conditioned or delayed will have the right to take action to stop such infringement or misappropriation. Upon reasonable request by the Party enforcing Background Rights Palvella Patents in the Field in the Territory (the “Enforcing Party”), the other Party (the “Non-Enforcing Party”) will give the Enforcing Party all reasonable information and assistance, including without limitation allowing the Enforcing Party access to the Non-Enforcing Party’s files and documents and to the Non-Enforcing Party’s personnel who may have possession of relevant information and, if necessary or desirable for the Enforcing Party to prosecute any legal action, joining in the legal action as a party using counsel of its own choosing. Any such assistance provided by a Non-Enforcing Party will be rendered at the Enforcing Party’s cost and expense and the Enforcing Party will reimburse the Non-Enforcing Party for its reasonable and documented costs and expenses upon the Non-Enforcing Party’s request.

Procedures and Requirements. In the event that either Party has cause to believe that a Third Party may be infringing or misappropriating any of the Background Rights relating to the Development Rights Licensed Patents in the Field in the Territory, or any of the Joint Patents worldwide, it will shall promptly notify the other Party in writing, identifying the alleged infringer and the alleged infringement or misappropriation complained of and providing furnishing the information upon which such determination is based. The In consultation with Seres, NHSc, using counsel reasonably acceptable to Seres, shall have the first right to stop such infringement of the Licensed Patents by such Third Party that owns the Background Rights that are being infringed relating to the Development Rights in the Field in the Territory (“Owning Party”) will have the first right but not the obligation to stop any such infringement or misappropriation of the Background Rights by such Third Party or settle, pursuant to Section 5.3(b)(ii), with such Third Party. The Owning Party will have the sole right but not the obligation to stop any such infringement or misappropriation of the Background Rights to the extent not relating to the Development RightsTerritory. If the Owning Party NHSc fails to take action within ninety (90) days [***] following its receipt of a notice of such infringement or misappropriationinfringement, then the Party that does not own the Background Rights that are being infringed as they relate to the Development Rights in the Field in the Territory (“Non-Owning Party”) will Seres shall have the right to take action to stop such infringement. With respect to Third Party infringement or misappropriationof Joint Patents that are not Licensed Patents, unless otherwise agreed by the Parties in writing, the Prosecuting Party for a given Joint Patent, using counsel reasonably acceptable to the other Party, shall have the first right to stop such infringement; provided that if the Prosecuting Party fails to take action within [***] following its receipt of a notice of such infringement, then the other Party shall have the right to take action to stop such infringement. Upon reasonable request by the Party enforcing Background Rights a Licensed Patent in the Field in the Territory or a Joint Patent that is not a Licensed Patent worldwide (the “Enforcing Party”), the other Party (the “Non-Enforcing Party”) will shall give the Enforcing Party all reasonable information and assistance, including allowing the Enforcing Party access to the Non-Enforcing Party’s files and documents and to the Non-Enforcing Party’s personnel who may have possession of relevant information and, if necessary or desirable for the Enforcing Party to prosecute any legal action, joining in the legal action as a party using counsel of its own choosing[***]. Any such assistance provided by a Non-Enforcing Party will shall be rendered at [***] and [***]. For clarity, Seres retains all rights to enforce the Enforcing Party’s cost Licensed Patents against infringement by Third Parties outside of the Territory, and expense and all rights to enforce the Enforcing Party will reimburse Licensed Patents in the Non-Enforcing Party for its reasonable and documented costs and expenses upon Territory outside the Non-Enforcing Party’s requestField.