Common use of After Exercise of the License Option Clause in Contracts

After Exercise of the License Option. After JBI’s exercise of the License Option for Collaboration Molecules and/or Lead Molecules for at least one of the Pharmacological Profiles: (i) Scholar Rock shall continue to have the sole and exclusive right to bring an action or proceeding to xxxxx any infringement of the Scholar Rock Core Patents. In the event that there is not adequate protection for a Licensed Product in a country under a Collaboration Patent, but there may be under a Scholar Rock Core Patent covering the composition of matter or method of use of a Collaboration Molecule or Licensed Product, the Parties agree to discuss in good faith expanding JBI’s enforcements rights under Section 11.6.1(b)(ii), and, if the Parties are in a bona fide dispute over JBI’s right to enforce the Scholar Rock Core Patent, such dispute shall be submitted to the procedure in Section 15.1.2 for resolution. (ii) As between the Parties, JBI shall have the first right, but not the obligation, to institute and prosecute any action or proceeding to xxxxx any Competitive Infringement of the Collaboration Patents. JBI agrees to notify Scholar Rock of its intention to bring any such action or proceeding and to consult with Scholar Rock to determine the best course of action and take Scholar Rock’s position into due consideration and to keep Scholar Rock informed of material developments in the prosecution or settlement of such action or proceeding. JBI shall be responsible for all costs and expenses of any action or proceeding to xxxxx any Competitive Infringement of the Collaboration Patents that JBI initiates and maintains. Scholar Rock shall cooperate fully as may be reasonably requested by JBI, upon reasonable notice, by joining as a party plaintiff if required to do so by Law to maintain such action or proceeding to collect for JBI’s sole and exclusive benefit any and all damages, profits and awards of any nature recoverable for such infringement (except to the extent such are specifically allocated to Scholar Rock based on damages suffered by Scholar Rock and not by JBI), by executing and making available such documents as JBI may reasonably request, and by performing all other acts which are or may become reasonably necessary to vest in JBI the right to institute any such action or proceeding, including, without limitation, by using commercially reasonable efforts to obtain any necessary joinder and/or cooperation in any such action or proceeding from any applicable Third Parties. JBI shall not enter into any settlement or transaction agreement with a Third Party that reduces the scope of or admits invalidity or unenforceability of any Collaboration Patent claims that will cause material harm to Scholar Rock, without the prior written consent of Scholar Rock, which shall not be unreasonably withheld or delayed. JBI shall incur no liability to Scholar Rock as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any Collaboration Patent invalid or unenforceable. Scholar Rock may be represented by counsel of its choice in any such action or proceeding, at Scholar Rock’s expense, acting in an advisory but not controlling capacity.

After Exercise of the License Option. (a) After JBI’s exercise of the License Option for Collaboration Molecules and/or Lead Molecules with either of the Pharmacological Profiles, JBI shall have the first right, but not the obligation, to prepare, file, prosecute and maintain the Collaboration Patents covering such Collaboration Molecules and/or Lead Molecules with such Pharmacological Profile using counsel of its choice, and shall bear one hundred percent (100%) of all Third Party costs and expenses incurred in connection with such activities. JBI shall keep Scholar Rock reasonably informed of all material matters relating to the preparation, filing, prosecution and maintenance of those Collaboration Patents (including providing Scholar Rock with copies of all material correspondence with the applicable patent office from countries or corresponding authorities within the Territory) and shall reasonably consider and accept those reasonable Scholar Rock comments relating to patent prosecution and maintenance decisions. Scholar Rock shall bear any costs and expenses it may incur in connection with its review and consultation concerning any such Collaboration Patents. In the event JBI determines not to file, prosecute or maintain a Collaboration Patent in a given country, JBI shall notify Scholar Rock and on the sixtieth (60th) day after Scholar Rock’s receipt of such notice, JBI’s license to such Collaboration Patent shall be converted from exclusive to non-exclusive, and Scholar Rock shall have the right, at its sole expense, to file, prosecute or maintain such Collaboration Patent in such country, in the name of Scholar Rock or JBI or their respective designee, as applicable, and JBI shall no longer have any right to defend or enforce such Collaboration Patent under Section 11.5 or Section 11.6.1. (b) After JBI’s exercise of the License Option for Collaboration Molecules and/or Lead Molecules for at least one of the Pharmacological Profiles: (i) , Scholar Rock shall continue to be solely responsible for and have sole control over the sole preparation, filing, prosecuting and exclusive right to bring an action or proceeding to xxxxx any infringement maintaining of the Scholar Rock Core Patents. In the event that there is not adequate protection for a Licensed Product in a country under a Collaboration Patent, but there may be under a Scholar Rock Core Patent covering the composition of matter or method of use of a Collaboration Molecule or Licensed Product, the Parties agree to discuss in good faith expanding JBI’s enforcements rights under Section 11.6.1(b)(ii), and, if the Parties are in a bona fide dispute over JBI’s right to enforce the Scholar Rock Core Patent, such dispute shall be submitted to the procedure in Section 15.1.2 for resolution. (ii) As between the Parties, JBI shall have the first right, but not the obligation, to institute and prosecute any action or proceeding to xxxxx any Competitive Infringement of the Collaboration Patents. JBI agrees to notify Scholar Rock Patents using counsel of its intention to bring any such action or proceeding choice, and to consult with Scholar Rock to determine the best course shall bear one hundred percent (100%) of action and take Scholar Rock’s position into due consideration and to keep Scholar Rock informed of material developments in the prosecution or settlement of such action or proceeding. JBI shall be responsible for all Third Party costs and expenses of any action or proceeding to xxxxx any Competitive Infringement of the Collaboration Patents that JBI initiates and maintains. Scholar Rock shall cooperate fully as may be reasonably requested by JBI, upon reasonable notice, by joining as a party plaintiff if required to do so by Law to maintain incurred in connection with such action or proceeding to collect for JBI’s sole and exclusive benefit any and all damages, profits and awards of any nature recoverable for such infringement (except to the extent such are specifically allocated to Scholar Rock based on damages suffered by Scholar Rock and not by JBI), by executing and making available such documents as JBI may reasonably request, and by performing all other acts which are or may become reasonably necessary to vest in JBI the right to institute any such action or proceeding, including, without limitation, by using commercially reasonable efforts to obtain any necessary joinder and/or cooperation in any such action or proceeding from any applicable Third Parties. JBI shall not enter into any settlement or transaction agreement with a Third Party that reduces the scope of or admits invalidity or unenforceability of any Collaboration Patent claims that will cause material harm to Scholar Rock, without the prior written consent of Scholar Rock, which shall not be unreasonably withheld or delayed. JBI shall incur no liability to Scholar Rock as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any Collaboration Patent invalid or unenforceable. Scholar Rock may be represented by counsel of its choice in any such action or proceeding, at Scholar Rock’s expense, acting in an advisory but not controlling capacityactivities.