Common use of Step-In Rights Clause in Contracts

Step-In Rights. If Celgene fails to initiate a suit or take such other appropriate action under Section 10.3(b) above within [***] days after becoming aware of the Competitive Infringement, then Vividion may, in its discretion, provide Celgene with written notice of its intent to initiate a suit or take other appropriate action to combat such Competitive Infringement; provided, however, that (i) such period will be more than [***] days to the extent applicable Law prevents earlier enforcement of the applicable Patent(s) and provided further that if such period is extended because applicable Law prevents earlier enforcement, then Celgene shall have until the date that is [***] days following the date upon which applicable Law first permits such enforcement proceeding to elect to so enforce the applicable Patent(s), and (ii) Celgene shall have less than [***] days (or, as applicable, less than the [***] day period described in clause (i)) to elect to so enforce the applicable Patent(s) to the extent that a delay in bringing such enforcement proceeding against such alleged Third Party infringer would limit or compromise the remedies (including monetary relief and stay of regulatory approval) available against such alleged Third Party infringer. If Vividion provides such notice and Celgene fails to initiate a suit or take such other appropriate action within [***] days after receipt of such notice from Vividion (or such earlier time as is required to avoid limiting or compromising the remedies (including monetary relief and stay of regulatory approval) available against such alleged Third Party infringer), then Vividion shall have the right, but not the obligation, to initiate a suit or take other appropriate action that it believes is reasonably required to protect the applicable Vividion Intellectual Property, Celgene License Collaboration Intellectual Property, Joint Inventions or Joint Patents from Competitive Infringement. Vividion shall give Celgene advance notice of its intent to file any such suit or take any such action and the reasons therefor and shall provide Celgene with an opportunity to make suggestions and comments regarding such suit or action. Thereafter, Vividion shall keep Celgene promptly informed and shall from time to time consult with Celgene regarding the status of any such suit or action and shall provide Celgene with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or action. Notwithstanding anything in this Section 10.3 to the contrary, (i) Celgene shall have final decision-making authority as to representations made in any proceedings under this Section 10.3 with respect to any Celgene Independent Products and (ii) if Celgene has a reasonable, good faith concern that Vividion’s exercise of its backup enforcement or defense rights with respect to any Patent would be detrimental to the overall patent protection of the Licensed Products or related Companion Diagnostics, then Vividion shall not be permitted to enforce or defend such Patent without the prior consent of Celgene.

Step-In Rights. If Celgene fails (a) In the event of a Step-In Default under this Time Charter or upon Time Charterer providing a timely notice pursuant to initiate a suit or take such other appropriate action Section 18(d) of this Time Charter, Time Charterer shall have the right, subject to the further provisions of this Section 19, to replace the Demise Owner in order to protect the quiet enjoyment rights of Time Charterer under Section 10.3(b) above within [***] days after becoming aware of the Competitive Infringement, then Vividion may, in its discretion, Time Charter. Time Charterer will provide Celgene Owner with written notice of its intent election to initiate exercise Step-In Rights during the period to elect Step-In Rights, or sixty (60) days in advance in the case of a suit termination under Section 18(d) above. After receipt by Owner of Time Charterer’s notice of election to exercise Step-In Rights, Owner and Time Charterer will consult and, subject to approval of Owner (not to be unreasonably withheld, it being agreed that it would not be unreasonable for Owner to withhold its consent on the basis of lack of internal credit approval, know your customer restrictions or take other appropriate action underwriting criteria), Time Charterer may identify a substitute bareboat charterer who will agree to combat such Competitive Infringement; provided, however, that (i) such period will be more than [***] days assigned and to assume the extent applicable Law prevents earlier enforcement performance of the applicable Patent(s) and provided further that if such period is extended because applicable Law prevents earlier enforcement, then Celgene shall have until obligations of Demise Owner under the date that is [***] days following the date upon which applicable Law first permits such enforcement proceeding to elect to so enforce the applicable Patent(s), and (ii) Celgene shall have less than [***] days (or, as applicable, less than the [***] day period described in clause (i)) to elect to so enforce the applicable Patent(s) to the extent that a delay in bringing such enforcement proceeding against such alleged Third Party infringer would limit or compromise the remedies (including monetary relief and stay of regulatory approval) available against such alleged Third Party infringer. If Vividion provides such notice and Celgene fails to initiate a suit or take such other appropriate action within [***] days after receipt of such notice from Vividion (or such earlier time as is required to avoid limiting or compromising the remedies (including monetary relief and stay of regulatory approval) available against such alleged Third Party infringer), then Vividion shall have the right, but not the obligation, to initiate a suit or take other appropriate action that it believes is reasonably required to protect the applicable Vividion Intellectual Property, Celgene License Collaboration Intellectual Property, Joint Inventions or Joint Patents from Competitive Infringement. Vividion shall give Celgene advance notice of its intent to file any such suit or take any such action Bareboat Charter and the reasons therefor and Time Charter. Any such substitute demise owner shall provide Celgene with an opportunity to make suggestions and comments regarding such suit or action. Thereafter, Vividion shall keep Celgene promptly informed and shall from time to time consult with Celgene regarding the status of any such suit or action and shall provide Celgene with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders be a Citizen of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed United States eligible to operate vessels in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or actionthe coastwise trade. Notwithstanding anything in the foregoing provisions of this Section 10.3 to 19, the contrary, (i) Celgene shall have final decision-making authority as to representations made in any proceedings under this Section 10.3 with respect to any Celgene Independent Products and (ii) if Celgene has a reasonable, good faith concern that Vividion’s exercise of its backup enforcement or defense rights with respect to any Patent would be detrimental to the overall patent protection of the Licensed Products or related Companion Diagnostics, then Vividion Time Charterer shall not be permitted to enforce exercise Step-In Rights under this Section during any period that a Time Charterer Event of Default under Section 20(b) has occurred and is continuing, (i) if such Time Charterer Event of Default constitutes a Trigger Event, or defend (ii) if as a result of such Patent without Time Charterer Event of Default a lien (other than a Permitted Lien as defined under the prior consent Bareboat Charter) has been claimed against any Vessel, or (iii) with respect to any Time Charterer Event of CelgeneDefault other than a default referenced in clauses (i) or (ii) of this Section, unless the exercise of the Step-In Right by the Time Charterer will effect the cure of such Time Charterer Event of Default.

Step-In Rights. If Celgene fails to initiate a suit or take such other appropriate action under Section 10.3(bLannett shall have sixty (60) above within [***] days after becoming aware of any Competitive Infringement to elect to so enforce the Competitive Infringement, then Vividion may, applicable Patent(s) in its discretion, provide Celgene with written notice the applicable jurisdiction(s) (or settle or otherwise secure the abatement of its intent to initiate a suit or take other appropriate action to combat such Competitive Infringement); provided, however, that (i) such period will be more than [***] sixty (60) days to the extent applicable Law prevents earlier enforcement of the applicable Patent(s) and provided further that if such period is extended because applicable Law prevents earlier enforcement, then Celgene Lannett shall have until the date that is [***] thirty (30) days following the date upon which applicable Law first permits such enforcement proceeding to elect to so enforce the applicable Patent(s), and (ii) Celgene Lannett shall have less than [***] sixty (60) days (or, as applicable, less than the [***] thirty (30) day period described in clause (iclause(i)) to elect to so enforce the applicable Patent(s) to the extent that a delay in bringing such enforcement proceeding against such alleged Third Party infringer would limit or compromise the remedies (including monetary relief and stay of regulatory approval) available against such alleged Third Party infringer. If Vividion provides In the event Lannett does not so elect to enforce or settle or otherwise secure the abatement of such notice Competitive Infringement in the US before the first to occur of (A) the expiration of the applicable period of time set forth in above, or (B) thirty (30) days before the expiration of any time period under applicable Law, that would, if an enforcement proceeding was not filed within such time period, limit or compromise the remedies available from such an enforcement proceeding, Lannett will so notify HEC in writing and Celgene fails in the case where HEC then desires to initiate commence a suit or take action to enforce the applicable Patent(s) with respect to such Competitive Infringement in the US, HEC will, subject to this Section 10.3(c) and Section ‎10.3(d), thereafter have the right to commence such a suit or take such other appropriate action within [***] days after receipt of such notice from Vividion (or such earlier time as is required to avoid limiting or compromising the remedies (including monetary relief and stay of regulatory approval) available against such alleged Third Party infringer), then Vividion shall have the right, but not the obligation, to initiate a suit or take other appropriate action that it believes is reasonably required to protect enforce the applicable Vividion Intellectual Property, Celgene License Collaboration Intellectual Property, Joint Inventions or Joint Patents from Competitive InfringementPatent(s) in the applicable jurisdiction(s). Vividion HEC shall give Celgene Lannett advance notice of its HEC’s intent to file any such suit or take any such action and the reasons therefor and shall provide Celgene Lannett with an opportunity to make suggestions and comments regarding such suit or action. Thereafter, Vividion HEC shall keep Celgene Lannett promptly informed and shall from time to time consult with Celgene HEC regarding the status of any such suit or action and shall provide Celgene Lannett with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or action. Notwithstanding anything in this Section 10.3 to the contrary, (i) Celgene shall have final decision-making authority as to representations made in any proceedings under this Section 10.3 with respect to any Celgene Independent Products and (ii) contrary if Celgene Lannett has a reasonable, good faith concern that VividionHEC’s exercise of its backup enforcement or defense rights with respect to any Patent would be detrimental to the overall patent protection of the Licensed Products or related Companion DiagnosticsProducts, then Vividion HEC shall not be permitted to enforce or defend such Patent without the prior consent of CelgeneLannett, and in no event shall HEC ever be entitled to enforce or defend any Lannett Intellectual Property.

Step-In Rights. If Celgene fails to initiate a suit or take such other appropriate action under Section 10.3(bLannett shall have sixty (60) above within [***] days after becoming aware of any Competitive Infringement to elect to so enforce the Competitive Infringement, then Vividion may, applicable Patent(s) in its discretion, provide Celgene with written notice the applicable jurisdiction(s) (or settle or otherwise secure the abatement of its intent to initiate a suit or take other appropriate action to combat such Competitive Infringement); provided, however, that (i) such period will be more than [***] sixty (60) days to the extent applicable Law prevents earlier enforcement of the applicable Patent(s) and provided further that if such period is extended because applicable Law prevents earlier enforcement, then Celgene Lannett shall have until the date that is [***] thirty (30) days following the date upon which applicable Law first permits such enforcement proceeding to elect to so enforce the applicable Patent(s), and (ii) Celgene Lannett shall have less than [***] sixty (60) days (or, as applicable, less than the [***] thirty (30) day period described in clause (iclause(i)) to elect to so enforce the applicable Patent(s) to the extent that a delay in bringing such enforcement proceeding against such alleged Third Party infringer would limit or compromise the remedies (including monetary relief and stay of regulatory approval) available against such alleged Third Party infringer. If Vividion provides In the event Lannett does not so elect to enforce or settle or otherwise secure the abatement of such notice Competitive Infringement in the US before the first to occur of (A) the expiration of the applicable period of time set forth in above, or (B) thirty (30) days before the expiration of any time period under applicable Law, that would, if an enforcement proceeding was not filed within such time period, limit or compromise the remedies available from such an enforcement proceeding, Lannett will so notify HEC in writing and Celgene fails in the case where HEC then desires to initiate commence a suit or take action to enforce the applicable Patent(s) with respect to such Competitive Infringement in the US, HEC will, subject to this Section 10.3(c) and Section ‎10.3(d), thereafter have the right to commence such a suit or take such other appropriate action within [***] days after receipt of such notice from Vividion (or such earlier time as is required to avoid limiting or compromising the remedies (including monetary relief and stay of regulatory approval) available against such alleged Third Party infringer), then Vividion shall have the right, but not the obligation, to initiate a suit or take other appropriate action that it believes is reasonably required to protect enforce the applicable Vividion Intellectual Property, Celgene License Collaboration Intellectual Property, Joint Inventions or Joint Patents from Competitive InfringementPatent(s) in the applicable jurisdiction(s). Vividion HEC shall give Celgene Lannett advance notice of its HEC’s intent to file any such suit or take any such action and the reasons therefor and shall provide Celgene Lannett with an opportunity to make suggestions and comments regarding such suit or action. Thereafter, Vividion HEC shall keep Celgene Lannett promptly informed and shall from time to time consult with Celgene HEC regarding the status of any such suit or action and shall provide Celgene Lannett with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or action. Notwithstanding anything in this Section 10.3 to the contrary, (i) Celgene shall have final decision-making authority as to representations made in any proceedings under this Section 10.3 with respect to any Celgene Independent Products and (ii) contrary if Celgene Lannett has a reasonable, good faith concern that VividionHEC’s exercise of its backup enforcement or defense rights with respect to any 121186093.v1 ​ Patent would be detrimental to the overall patent protection of the Licensed Products or related Companion DiagnosticsProducts, then Vividion HEC shall not be permitted to enforce or defend such Patent without the prior consent of CelgeneLannett, and in no event shall HEC ever be entitled to enforce or defend any Lannett Intellectual Property.

Step-In Rights. If Celgene fails to initiate a suit or take such other appropriate action under Section 10.3(bXxxxxxx shall have sixty (60) above within [***] days after becoming aware of any Competitive Infringement to elect to so enforce the Competitive Infringement, then Vividion may, applicable Patent(s) in its discretion, provide Celgene with written notice the applicable jurisdiction(s) (or settle or otherwise secure the abatement of its intent to initiate a suit or take other appropriate action to combat such Competitive Infringement); provided, however, that (i) such period will be more than [***] sixty (60) days to the extent applicable Law prevents earlier enforcement of the applicable Patent(s) and provided further that if such period is extended because applicable Law prevents earlier enforcement, then Celgene Xxxxxxx shall have until the date that is [***] thirty (30) days following the date upon which applicable Law first permits such enforcement proceeding to elect to so enforce the applicable Patent(s), and (ii) Celgene Xxxxxxx shall have less than [***] sixty (60) days (or, as applicable, less than the [***] thirty (30) day period described in clause (iclause(i)) to elect to so enforce the applicable Patent(s) to the extent that a delay in bringing such enforcement proceeding against such alleged Third Party infringer would limit or compromise the remedies (including monetary relief and stay of regulatory approval) available against such alleged Third Party infringer. If Vividion provides In the event Xxxxxxx does not so elect to enforce or settle or otherwise secure the abatement of such notice Competitive Infringement in the US before the first to occur of (A) the expiration of the applicable period of time set forth in above, or (B) thirty (30) days before the expiration of any time period under applicable Law, that would, if an enforcement proceeding was not filed within such time period, limit or compromise the remedies available from such an enforcement proceeding, Xxxxxxx will so notify HEC in writing and Celgene fails in the case where HEC then desires to initiate commence a suit or take action to enforce the applicable Patent(s) with respect to such Competitive Infringement in the US, HEC will, subject to this Section 10.3(c) and Section ‎10.3(d), thereafter have the right to commence such a suit or take such other appropriate action within [***] days after receipt of such notice from Vividion (or such earlier time as is required to avoid limiting or compromising the remedies (including monetary relief and stay of regulatory approval) available against such alleged Third Party infringer), then Vividion shall have the right, but not the obligation, to initiate a suit or take other appropriate action that it believes is reasonably required to protect enforce the applicable Vividion Intellectual Property, Celgene License Collaboration Intellectual Property, Joint Inventions or Joint Patents from Competitive InfringementPatent(s) in the applicable jurisdiction(s). Vividion HEC shall give Celgene Xxxxxxx advance notice of its HEC’s intent to file any such suit or take any such action and the reasons therefor and shall provide Celgene Xxxxxxx with an opportunity to make suggestions and comments regarding such suit or action. Thereafter, Vividion HEC shall keep Celgene Xxxxxxx promptly informed and shall from time to time consult with Celgene HEC regarding the status of any such suit or action and shall provide Celgene Xxxxxxx with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or action. Notwithstanding anything in this Section 10.3 to the contrary, (i) Celgene shall have final decision-making authority as to representations made in any proceedings under this Section 10.3 with respect to any Celgene Independent Products and (ii) contrary if Celgene Xxxxxxx has a reasonable, good faith concern that VividionHEC’s exercise of its backup enforcement or defense rights with respect to any Patent would be detrimental to the overall patent protection of the Licensed Products or related Companion DiagnosticsProducts, then Vividion HEC shall not be permitted to enforce or defend such Patent without the prior consent of CelgeneLannett, and in no event shall HEC ever be entitled to enforce or defend any Lannett Intellectual Property.