Common use of Infringement of Patent Rights Clause in Contracts

Infringement of Patent Rights. Predix, after consultation with Ramot, shall have the first right, but not the obligation and with legal counsel of its own choice, to bring suit, or take other appropriate legal action, against any actual, alleged or threatened infringement of the Licensed Patent Rights. If Ramot is joined as a party plaintiff in any such suit, Ramot shall have the right to approve or disapprove of the counsel selected by Predix to represent Predix and Ramot, such approval not to be unreasonably withheld. The expenses of such suit or suits that Predix elects to bring, including any expenses of Ramot incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Predix and Predix shall hold Ramot free, clear and harmless from and against any and all costs of such litigation, including attorney's fees. Predix shall not compromise or settle such litigation without PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [*] DENOTES OMISSIONS. the prior written consent of Ramot, which consent shall not be unreasonably withheld or delayed. Ramot shall have the right, at its own expense, to be represented in any such action by Predix by counsel of Ramot's own choice. If Predix does not file any action or proceeding against any such infringement within three (3) months after the earlier of: (i) Predix's notice to Ramot under Section 6.4 above, (ii) Ramot's notice to Predix under Section 6.2 above, or (iii) a written request from Ramot to take action with respect to such infringement, then Ramot shall have the right, but not the obligation, at its own expense, to bring suit, or take other appropriate legal action, against such actual, alleged or threatened infringement, with legal counsel of its own choice, but shall not be permitted to settle any such suit without the prior consent of Predix, which consent shall not be unreasonably withheld. Any damages, monetary awards or other amounts recovered, whether by judgment or settlement, pursuant to any suit, proceeding or other legal action taken under this Section 6.3, shall be applied as follows:

Infringement of Patent Rights. Predix, after consultation with Ramot, shall have the first right, but not the obligation and with legal counsel of its own choice, to bring suit, or take other appropriate legal action, against any actual, alleged or threatened infringement of the Licensed Patent Rights. If Ramot is joined as a party plaintiff in any such suit, Ramot shall have the right to approve or disapprove of the counsel selected by Predix to represent Predix and Ramot, such approval not to be unreasonably withheld. The expenses of such suit or suits that Predix elects to bring, including any expenses of Ramot incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Predix and Predix shall hold Ramot free, clear and harmless from and against any and all costs of such litigation, including attorney's fees. Predix shall not compromise or settle such litigation without PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 24b-2 OF THE SECURITIES EXCHANGE ACT; [*] DENOTES OMISSIONS. the prior written consent of Ramot, which consent shall not be unreasonably withheld or delayed. Ramot shall have the right, at its own expense, to be represented in any such action by Predix by counsel of Ramot's own choice. If Predix does not file any action or proceeding against any such infringement within three (3) months after the earlier of: (i) Predix's notice to Ramot under Section 6.4 above, (ii) Ramot's notice to Predix under Section 6.2 above, or (iii) a written request from Ramot to take action with respect to such infringement, then Ramot shall have the right, but not the obligation, at its own expense, to bring suit, or take other appropriate legal action, against such actual, alleged or threatened infringement, with legal counsel of its own choice, but shall not be permitted to settle any such suit without the prior consent of Predix, which consent shall not be unreasonably withheld. Any damages, monetary awards or other amounts recovered, whether by judgment or settlement, pursuant to any suit, proceeding or other legal action taken under this Section 6.3, shall be applied as follows:

Infringement of Patent Rights. Predix, after consultation with Ramot, SLU shall have the first right, right (but not the obligation obligation), at its own expense and with legal counsel of its own choice, to bring suit, suit (or take other appropriate legal action, ) against any actual, alleged or threatened infringement by a Third Party of the Licensed Patent Rights. If Ramot is joined either as a party plaintiff in any such suit, Ramot shall have the right to approve or disapprove of the counsel selected by Predix to represent Predix and Ramot, such approval not to be unreasonably withheldcounterclaim plaintiff. The expenses of such suit or suits that Predix elects to bring, including any expenses of Ramot incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Predix and Predix shall hold Ramot free, clear and harmless from and against any and all costs of such litigation, including attorney's fees. Predix shall not compromise or settle such litigation without PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [*] DENOTES OMISSIONS. the prior written consent of Ramot, which consent shall not be unreasonably withheld or delayed. Ramot ORCHID shall have the right, at its own expense, to be represented in any such action by Predix SLU by counsel of Ramot's ORCHID’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of SLU to control the suit as described in the first sentence of this Section 4.3. If Predix SLU does not file any action or proceeding against any such infringement within three sixty (360) months days after the earlier of: later of (ia) Predix's SLU’s notice to Ramot ORCHID under Section 6.4 4.2 above, (iib) Ramot's ORCHID’s notice to Predix SLU under Section 6.2 4.2 above, or (iiic) a written request from Ramot ORCHID to take action with respect to such infringement, then Ramot ORCHID shall have the right, right (but not the obligation), at its own expense, to bring suit, suit (or take other appropriate legal action, ) against such actual, alleged or threatened infringement, with legal counsel of its own choice, but shall not be permitted to settle any such suit without the prior consent of Predix, which consent shall not be unreasonably withheld. Any damages, monetary awards or other amounts recovered, whether by judgment or settlement, pursuant to any suit, proceeding or other legal action taken under this Section 6.34.3, shall be applied as follows:: First, (a) if SLU exercises its first right as set forth above, then SLU will be reimbursed for its costs and expenses (including reasonable attorneys’ fees and costs) incurred in prosecuting such enforcement action and (b) if SLU does not exercise its first right and ORCHID brings an action, then ORCHID will be reimbursed for its costs and expenses (including reasonable attorneys’ fees and costs) in prosecuting such enforcement action; Second, to ORCHID in reimbursement for damages, as set forth in 35 USC, Section 284, paragraph 1 (not to include enhanced damages under paragraph 2 of Section 284 or attorneys’ fees under 35 USC, Section 285, if any), associated with Licensed Products as determined in the litigation to the extent there are monies available after the reimbursement to SLU or ORCHID as set forth above and in the final sentence of this Section 4.3; and Third, any amounts remaining shall be allocated as follows: (a) if SLU is the Party bringing such suit or proceeding or taking such other legal action, seventy-five percent to SLU and twenty-five percent to ORCHID, (b) if ORCHID is the Party bringing such suit or proceeding or taking such other legal action, one hundred percent (100%) to ORCHID. If a Party brings any such action or proceeding hereunder, the other Party agrees to be joined as party plaintiff if necessary to prosecute such action or proceeding, and to give the Party bringing such action or proceeding reasonable assistance and authority to file and prosecute the suit; provided, however, that neither Party shall be required to transfer any right, title or interest in or to any property to the other Party or any Third Party to confer standing on a Party hereunder. In the event both Parties are necessary for the prosecution of the action, then both Party’s costs and expenses shall be paid first before ORCHID is reimbursed for damages as described above, if any, and any monies remaining after ORCHID is so reimbursed will be split equally.

Infringement of Patent Rights. Predix, after consultation with Ramot, (a) SOLE IMMUNOGEN INVENTIONS. IMMUNOGEN shall have the first right, right (but not the obligation and with legal counsel of obligation), at its own choiceexpense, to bring suit, suit (or take other appropriate legal action, ) against any actual, alleged or threatened infringement of the Licensed Patent RightsRights solely owned by IMMUNOGEN under this Agreement, with legal counsel of its own choice. If Ramot is joined as a party plaintiff in any such suit, Ramot shall have the right to approve or disapprove of the counsel selected by Predix to represent Predix and Ramot, such approval not to be unreasonably withheld. The expenses of such suit or suits that Predix elects to bring, including any expenses of Ramot incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Predix and Predix shall hold Ramot free, clear and harmless from and against any and all costs of such litigation, including attorney's fees. Predix shall not compromise or settle such litigation without PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [*] DENOTES OMISSIONS. the prior written consent of Ramot, which consent shall not be unreasonably withheld or delayed. Ramot GENENTECH shall have the right, at its own expense, to be represented in any such action by Predix IMMUNOGEN by counsel of Ramot's GENENTECH’s own choice; PROVIDED, HOWEVER, that under no circumstances shall the foregoing affect the right of IMMUNOGEN to control the suit as described in the first sentence of this Section 6.4(a). If Predix IMMUNOGEN does not file any action or proceeding against any such infringement within three one hundred twenty (3120) months days after the earlier of: later of (i) Predix's IMMUNOGEN’s notice to Ramot GENENTECH under Section 6.4 6.3 above, (ii) Ramot's GENENTECH’s notice to Predix IMMUNOGEN under Section 6.2 6.3 above, or (iii) a written request from Ramot GENENTECH to take action with respect to such infringement, then Ramot GENENTECH shall have the right, right (but not the obligation), at its own expense, to bring suit, suit (or take other appropriate legal action, ) against such actual, alleged or threatened infringement, with legal counsel of its own choice. IMMUNOGEN shall have the right, but shall not at its own expense, to be permitted to settle represented in any such suit without the prior consent action by GENENTECH by counsel of Predix, which consent shall not be unreasonably withheldIMMUNOGEN’s own choice. Any damages, monetary awards or other amounts recovered, whether by judgment or settlement, pursuant to any suit, proceeding or Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. other legal action taken under this Section 6.36.4(a), shall first be applied to reimburse the costs and expenses (including attorneys’ fees) of the Party bringing such suit or proceeding or taking such other legal action, then to the costs and expenses (including attorneys’ fees), if any, of the other Party. Any amounts remaining shall be allocated as follows:: (A) if GENENTECH is the Party bringing such suit or proceeding or taking such other legal action, [*] to GENENTECH and [*] to IMMUNOGEN, (B) if IMMUNOGEN is the Party bringing such suit or proceeding or taking such other legal action, [*] to IMMUNOGEN and (C) if the suit is brought jointly, [*] to each Party. If a Party brings any such action or proceeding hereunder, the other Party agrees to be joined as party plaintiff if necessary to prosecute such action or proceeding, and to give the Party bringing such action or proceeding reasonable assistance and authority to file and prosecute the suit; PROVIDED, HOWEVER, that neither Party shall be required to transfer any right, title or interest in or to any property to the other Party or any Third Party to confer standing on a Party hereunder.