UCLA Technology. Subject to Section 10.4(e) and the remainder of this Section 10.4(b)(ii), Astellas shall have the first right, but not the obligation, to bring an appropriate suit or other action against any person or entity allegedly engaged in any Product Infringement of the UCLA Technology in the Territory (and to defend any related counterclaim), at Astellas’s expense. Astellas shall have a period of [*] days (or, in the case of [*], to the extent permitted under the UCLA Agreement, as amended, [*] days) after its receipt or delivery of notice and evidence pursuant to Section 10.4(a), to elect to so enforce such UCLA Technology in the Territory (or to settle or otherwise secure the abatement of such Product Infringement). In the event Astellas does not so elect (or settle or otherwise secure the abatement of such Product Infringement), it shall so notify Medivation in writing, and, as between the Parties, Medivation shall have the right to commence a suit or take action to enforce the applicable UCLA Technology with respect to such Product Infringement in the Licensed Territory (and to defend any related counterclaim), at Medivation’s expense. Each Party shall provide to the Party enforcing any such rights under this Section 10.4(b)(ii) reasonable assistance in such enforcement (such assistance shall include, if Astellas is the Party enforcing the rights, Medivation [*] to [*] to [*] to [*] as [*] if required to [*] to [*]), at such enforcing Party’s request and expense, including joining such action as a party plaintiff if required to perfect or maintain jurisdiction to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, and shall reasonably consider the other Party’s comments on any such efforts. Astellas acknowledges and agrees that, under the UCLA Agreement, Medivation is not permitted to initiate any such suit until [*] days following the date that the applicable Infringement Notice (as defined in the UCLA Agreement) takes effect (or within the applicable timeframe required by law if the Infringement Notice is predicated on the receipt of a notice of certification sent or filed pursuant to the U.S. “Drug Price Competition and Patent Term Restoration Act” of 1984 or any equivalent or similar notice or certification in any foreign jurisdiction, that the applicable UCLA Patent is invalid or unenforceable or claiming that the UCLA Patent will not be infringed by the Manufacture, use, marketing or sale of a product for which an application under the act is filed), and Astellas’s right to initiate any such suit shall be subject to the identical limitation. Astellas acknowledges and agrees that the Regents retains a secondary right to institute suit for patent infringement with respect to a Product Infringement, if, within [*] days following the date that the applicable Infringement Notice (as defined in the UCLA Agreement) takes effect, infringing activity of potential commercial significance by the infringer has not been abated and a suit has not been brought against the infringer, as set forth in more detail in the UCLA Agreement. In the event that the Regents institutes such a suit, Astellas shall have no further rights under this Section 10.4(b)(ii) with respect to the alleged infringement. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the securities and exchange commission pursuant to rule 24b-2 of the securities exchange act of 1934, as amended.
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UCLA Technology. Subject to Section 10.4(e) and the remainder of this Section 10.4(b)(ii), Astellas shall have the first right, but not the obligation, to bring an appropriate suit or other action against any person or entity allegedly engaged in any Product Infringement of the UCLA Technology in the Territory (and to defend any related counterclaim), at Astellas’s expense. Astellas shall have a period of [*] days (or, in the case of [*], ] to the extent permitted under the UCLA Agreement, as amended, [*] days) after its receipt or delivery of notice and evidence pursuant to Section 10.4(a), to elect to so enforce such UCLA Technology in the Territory (or to settle or otherwise secure the abatement of such Product Infringement). In the event Astellas does not so elect (or settle or otherwise secure the abatement of such Product Infringement), it shall so notify Medivation in writing, and, as between the Parties, Medivation shall have the right to commence a suit or take action to enforce the applicable UCLA Technology with respect to such Product Infringement in the Licensed Territory (and to defend any related counterclaim), at Medivation’s expense. Each Party shall provide to the Party enforcing any such rights under this Section 10.4(b)(ii) reasonable assistance in such enforcement (such assistance shall include, if Astellas is the Party enforcing the rights, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Medivation [*] to [*] to [*] to [*] as [*] if required to [*] to [*]), at such enforcing Party’s request and expense, including joining such action as a party plaintiff if required to perfect or maintain jurisdiction to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, and shall reasonably consider the other Party’s comments on any such efforts. Astellas acknowledges and agrees that, under the UCLA Agreement, Medivation is not permitted to initiate any such suit until [*] days following the date that the applicable Infringement Notice (as defined in the UCLA Agreement) takes effect (or within the applicable timeframe required by law if the Infringement Notice is predicated on the receipt of a notice of certification sent or filed pursuant to the U.S. “Drug Price Competition and Patent Term Restoration Act” of 1984 or any equivalent or similar notice or certification in any foreign jurisdiction, that the applicable UCLA Patent is invalid or unenforceable or claiming that the UCLA Patent will not be infringed by the Manufacture, use, marketing or sale of a product for which an application under the act is filed), and Astellas’s right to initiate any such suit shall be subject to the identical limitation. Astellas acknowledges and agrees that the Regents retains a secondary right to institute suit for patent infringement with respect to a Product Infringement, if, within [*] days following the date that the applicable Infringement Notice (as defined in the UCLA Agreement) takes effect, infringing activity of potential commercial significance by the infringer has not been abated and a suit has not been brought against the infringer, as set forth in more detail in the UCLA Agreement. In the event that the Regents institutes such a suit, Astellas shall have no further rights under this Section 10.4(b)(ii) with respect to the alleged infringement. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the securities and exchange commission pursuant to rule 24b-2 of the securities exchange act of 1934, as amended.
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