Common use of Back-Up Right Clause in Contracts

Back-Up Right. If [***] determines not to institute an action or proceeding with respect to a given infringement of any Prothena Licensed Collaboration Patent or Licensed Program Patent pursuant to Section 6.9.2(b), it shall notify and consult with [***] of such decision, and, subject to the remaining provisions of this Section 6.9.2, [***] shall thereupon have the right (but not the obligation) to institute an action or proceeding with respect to such infringement of such Prothena Licensed Collaboration Patent or Licensed Program Patent, as applicable, at [***]’s expense with counsel of its choice. Notwithstanding the foregoing provisions of this Section 6.9.2(c), if [***] has any reasonable grounds for believing that [***]’s exercise of its backup enforcement right with respect to any Patent as set forth in this Section 6.9.2(c) [***], then [***] shall not be permitted to enforce such Patent without the prior consent of [***], in [***]’s discretion.

Back-Up Right. If [***] determines not to institute an action or proceeding with respect to a given infringement of any Prothena Licensed Collaboration Patent or Licensed Program Patent pursuant to Section 6.9.2(b)6.9.2, it shall notify and consult with [***] of such decision, and, subject to the remaining provisions of this Section 6.9.26.9.3, [***] shall thereupon have the right (but not the obligation) to institute an action or proceeding with respect to such infringement of such Prothena Licensed Collaboration Patent or Licensed Program Patent, as applicable, at [***]’s ] expense with counsel of its choice. Notwithstanding the foregoing provisions of this Section 6.9.2(c)6.9.3, if [***] has any reasonable grounds for believing that [***]’s ] exercise of its backup enforcement right with respect to any Patent as set forth in this Section 6.9.2(c) 6.9.3 [***], then [***] shall not be permitted to enforce such Patent without the prior consent of [***], in [***]’s ] discretion.

Back-Up Right. If [***] determines not to institute an action or proceeding with respect to a given infringement of any Prothena Licensed Collaboration Patent or Licensed Program Patent pursuant to Section 6.9.2(b), it shall notify and consult with [***] of such decision, and, subject to the remaining provisions of this Section 6.9.2, [***] shall thereupon have the right (but not the obligation) to institute an action or proceeding with respect to such infringement of such Prothena Licensed Collaboration Patent or Licensed Program Patent, as applicable, at [***]’s ] expense with counsel of its choice. Notwithstanding the foregoing provisions of this Section 6.9.2(c), if [***] has any reasonable grounds for believing that [***]’s ] exercise of its backup enforcement right with respect to any Patent as set forth in this Section 6.9.2(c) [***], then [***] shall not be permitted to enforce such Patent without the prior consent of [***], in [***]’s discretion.6.9.2