Initial Right to Enforce. Subject to Section 7.3(c), Processa (itself or through its Affiliate or Sublicensee) shall have the first right, but not the obligation, to initiate a suit, or take other appropriate action that it believes is reasonably required to protect (i.e., prevent or axxxx actual or threatened infringement or misappropriation of) or otherwise enforce the Processa Intellectual Property, Elion Intellectual Property and Joint Intellectual Property with respect to an Infringement Claim; provided, however, that Processa shall (i) consult with Elion in good faith with respect to any claim that any Elion Patent Right, Processa Patent Right or Joint Patent Right is invalid or unenforceable and (ii) implement any reasonable comment from Elion regarding any aspect of defending against any such claim described in clause (i). Any such suit by Processa shall be brought either in the name of Elion or its Affiliate, the name of Processa or its Affiliate, or the names of Processa, Elion and their respective Affiliates, as may be required by the Law of the forum. For this purpose, Elion shall execute such legal papers and cooperate in the prosecution of such suit, including providing full access to documents, information and witnesses as reasonably requested by Processa in connection with such suit, as may be reasonably requested by Processa; provided that Processa shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by Elion in connection with such cooperation. For clarity, as between Elion and Processa, (A) Elion shall have the sole right, but not the obligation, to protect Elion Intellectual Property against any suspected misappropriation or infringement that does not constitute an Infringement Claim and (B) the Parties shall jointly determine by mutual agreement whether and how to protect Joint Intellectual Property against any suspected misappropriation or infringement that does not constitute an Infringement Claim, and the provisions of this ARTICLE VII shall not apply with respect thereto.
Initial Right to Enforce. Subject to Sections 7.4(c) through 7.4(f), Forest shall have the first right, but not the obligation, to initiate a suit, or take other appropriate action that it believes is reasonably required to protect (i.e., prevent or xxxxx actual or threatened infringement or misappropriation of) or otherwise enforce the Adamas Intellectual Property relating to a Product in the Field in the Territory, with respect to an Adamas IP Infringement Claim; provided that the provisions of Section 7.6 shall govern the right to defend any challenge to the validity or enforceability of any Adamas Patent Right brought in connection with such action. Any such suit by Forest shall be brought either in the name of Adamas or its Affiliate, the name of Forest or its Affiliate, or jointly by Forest, Adamas and their respective Affiliates, as may be required by the Law of the forum and Adamas shall join any action brought by Forest pursuant to this Section 7.4(b) if requested by Forest, at Forest’s expense, and otherwise shall have the right to participate, at its sole expense, in such action. Adamas shall execute such legal papers and cooperate in the prosecution of any such suit as may be reasonably requested by Forest; provided that Forest shall promptly reimburse Adamas’ reasonable, documented, out-of-pocket expenses (including reasonable outside counsel fees and expenses) actually and reasonably incurred by Adamas in connection with such cooperation. In respect of any enforcement action brought by Forest pursuant to this Section 7.4(b), except to the extent prohibited by Laws or a court order, Forest shall (i) keep Adamas reasonably informed regarding Forest’s actions with respect to the enforcement of the Adamas Intellectual Property and (ii) promptly provide Adamas with copies of all documents and other materials filed by any party to such enforcement action with the court before which such enforcement action is pending. [*], Forest shall [*] Adamas’ reasonable proposals or comments with respect to such enforcement. [*], Forest shall [*] Adamas’ reasonable proposals or comments with respect to such enforcement.
Initial Right to Enforce. Subject to Section 10.4.3 below, (i) Otsuka shall have in its sole discretion the first right, but not the obligation, to initiate a suit or take other appropriate action that it believes is reasonably required to protect (i.e., prevent or xxxxx actual or threatened infringement of) or otherwise enforce the Acucela Sole Patent Rights or the Joint Patent Rights in the Shared Territory and in the Otsuka Territory and its Sole Patent Rights in the Territory; and (ii) Acucela shall have in its sole discretion the first right, but not the obligation, to initiate a suit or take other appropriate action that it believes is reasonably required to protect (i.e., prevent or xxxxx actual or threatened infringement of) or otherwise enforce the Joint Patent Rights in the Acucela Territory and its Sole Patent Rights in the Acucela Territory.
Initial Right to Enforce. Subject to Section 8.3(c) and the terms of the AVEO Third Party Agreements, Schering-Plough shall have the first right, but not the obligation, to initiate a suit or take other appropriate action that it believes is reasonably required to protect (i.e., prevent or xxxxx actual or threatened infringement or misappropriation of) or otherwise enforce the AVEO Intellectual Property (excluding AVEO Background Patent Rights), the Program Patent Rights, or the Joint Patent Rights that relate to a Licensed Product in the Field in the Territory and that are exclusively licensed to Schering-Plough; provided however that Schering-Plough shall not initiate a lawsuit or take other enforcement action without first consulting with AVEO. Any suit by Schering-Plough shall be either in the name of AVEO or its Affiliate, the name of Schering-Plough or its Affiliate, or jointly by Schering-Plough, AVEO and their respective Affiliates, as may be required by the Law of the forum. For this purpose, AVEO shall execute such legal papers and cooperate in the prosecution of such suit as may be reasonably requested by Xxxxxxxx-Xxxxxx; provided that Schering-Plough shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by AVEO in connection with such cooperation.
Initial Right to Enforce. Calithera shall have the sole right to enforce the Calithera Patent Rights (including the Program Patent Rights) other than the Joint Patents. Calithera shall have the first right, but not the obligation, to initiate a suit or take other appropriate action that it believes is reasonably required to protect (i.e., prevent or xxxxx actual or threatened infringement or misappropriation of) or otherwise enforce the High Point Intellectual Property (including any Abandoned Patent or Unelected Patent), and the Parties’ rights in Joint Inventions and Joint Patents (including any Abandoned Joint Patent). Any suit by Calithera shall be either in the name of HPP or its Affiliate, the name of Calithera or its Affiliate, or jointly by Calithera, Calithera’s Affiliate(s), HPP and HPP’s Affiliate(s), as may be required by the Law of the forum. For this purpose, High Point shall execute such legal papers and cooperate in the prosecution of such suit as may be reasonably requested by Calithera; provided that [***] in connection with such cooperation.
Initial Right to Enforce. Subject to Section 5.3(c), TransTech shall have the first right to initiate suit or take other appropriate action that it believes is reasonably required to protect (i.e., prevent or axxxx actual or threatened infringement or misappropriation of) or otherwise enforce the Novo Patent Rights, provided, however, that TransTech shall not have such first right with respect to the Novo Patent Rights unless TransTech shall pay all costs associated with such first right, including all costs associated with protecting the validity of such Novo Patent Rights to the extent challenged by an alleged infringer or misappropriator. TransTech may not enter into any settlement or other voluntary final disposition of any action contemplated by this Section without Novo’s prior written consent, which consent Novo shall not unreasonably condition, delay or withhold.
Initial Right to Enforce. Subject to Section 7.3(d), MethylGene shall have in its sole discretion the first right, but not the obligation, to initiate a suit or take other appropriate action that it believes is reasonably required to protect (i.e., prevent or xxxxx actual or threatened infringement of) or otherwise enforce the MethylGene Collaboration Patent Rights relating to a Selected Compound or Licensed Product in the Field in the Territory. Otsuka shall execute such legal papers and cooperate in the prosecution of such suit as may be reasonably requested by MethylGene; provided that MethylGene shall promptly reimburse all out-of-pocket expenses (including, without limitation, reasonable counsel fees and expenses) actually incurred by Otsuka in connection with such cooperation.
Initial Right to Enforce. Subject to Section 7.3(c), OSI shall have the first right, but not the obligation, to initiate a lawsuit or take other reasonable action to enforce the Collaboration Target Translational Research Patent Rights, Non-Antibody Compound Patent Rights, Product Patent Rights, Joint Patent Rights relating to Collaboration Targets or Royalty-Bearing Products in the Field, Target Patent Rights relating to Collaboration Targets or Royalty-Bearing Products in the Field, Model Patent Rights relating to Collaboration Targets in the Field, and OSI Patent Rights. Notwithstanding the foregoing sentence, OSI shall not initiate any such lawsuit or other enforcement action asserting any such Collaboration Target Translational Research Patent Rights, Joint Patent Rights, Target Patent Rights or Model Patent Rights without first consulting with AVEO and giving good faith consideration to any reasonable objection from AVEO regarding OSI’s proposed course of action. Any lawsuit by OSI asserting such Collaboration Target Translational Research Patent Rights, Product Patent Rights, Joint Patent Rights, Target Patent Rights, Model Patent Rights or the OSI Patent Rights shall be in the name of AVEO and/or OSI, including their respective Affiliates, as determined by the wishes of the Parties and/or the Law of the forum. For this purpose, AVEO shall execute such legal papers and cooperate in the prosecution of such suit as may be reasonably requested by OSI; provided that OSI shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by AVEO in connection with such cooperation.
Initial Right to Enforce. Subject to Section 7.5(c), BI shall have the first right, but not the obligation, to initiate a lawsuit or take other reasonable action to (i) enforce the Joint Patent Rights and Collaboration DART Patent Rights and (ii) enforce the MacroGenics Patent Rights solely with respect to an infringement by a Third Party infringing the relevant MacroGenics Patent Rights by making, using or selling a product that competes with a Product. Notwithstanding the foregoing sentence, BI shall not initiate any such lawsuit or other enforcement action asserting any such MacroGenics Patent Rights, Joint Patent Rights or Collaboration DART Patent Rights without first consulting with MacroGenics and giving good faith consideration to any reasonable objection from MacroGenics regarding BI’s proposed course of action. MacroGenics shall cooperate in the prosecution of such suit as may be reasonably requested by BI, including joining any action as party-plaintiff at BI’s sole discretion; provided that BI shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) agreed by BI in advance and actually incurred by MacroGenics in connection with such cooperation.
Initial Right to Enforce. Subject to Section 11.3(c), Acura shall have the first right (but not the obligation) to initiate a suit or take other appropriate action that it believes is reasonably required to protect (i.e., prevent or axxxx actual or threatened infringement or misappropriation of) or otherwise enforce the Aversion Patent Rights in the Territory; provided, however, that King shall have the first right (but not the obligation) to initiate a suit or take other appropriate action that King believes is reasonably required to enforce claims in the Aversion Patent Rights against any Third Party Developing or Commercializing a product that is (i) [***] or a pharmaceutically acceptable salt thereof and the Aversion Composition, or (ii) the same [***] (or a pharmaceutically acceptable salt thereof) in a Future Product with respect to which King has exercised a Future Product Option and the Aversion Composition. In the event that Acura does not pursue an enforcement action within a period of sixty (60) days following reasonable notification of the Competitive Infringement of the Aversion Technology, then King shall have the right to bring such action. In the event that King does not pursue an enforcement action within a period of sixty (60) days following reasonable notification of the Competitive [*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been separated filed with the Commission.] Infringement of the Aversion Patent Rights for which King has the first right, then Acura shall have the right to bring such action at its own expense.
