Biogen Idec’s Rights Sample Clauses

Biogen Idec’s Rights. Subject to Section 8.5(c), if any Infringement or action to invalidate relates to any Licensed Patents or Biogen Idec Patent Rights (including any Joint Collaboration Patent Rights), Biogen Idec will have the first right, but not the obligation, to address any such Infringement in the Territory by taking reasonable steps, which may include the institution of legal proceedings or other actions (each, an “Action”), and to compromise or settle such Action; provided that, (i) Biogen Idec will keep PTI reasonably informed about such Action and will consult with PTI before taking any major steps during the conduct of such Action, (ii) PTI will provide reasonable cooperation to Biogen Idec in connection with such Action, including, to the extent the Action involves Licensed Patents (including, but not limited to, Joint Collaboration Patent Rights), by promptly supplying and/or executing all papers and instruments, or requiring their respective employees to supply and/or execute such papers and instruments, as may be necessary for purposes of initiating and pursuing such Action, (iii) Biogen Idec will not take any position with respect to, or compromise or settle, such Action (a) in any way that will be reasonably likely to reduce the Royalty Term in any Major Market Country, or otherwise materially and adversely impact the royalty rate payable to PTI in such Major Market Country, without PTI’s prior written consent, which may not be unreasonably withheld, conditioned or delayed by PTI and (b) with respect to the Harvard Patent Rights, subject to Harvard’s rights under Section 7.2 of the Harvard License, and (iv) if Biogen Idec determines not to institute an Action with respect to an Infringement, or determines to cease to pursue any such Action, it will promptly inform PTI and Section 8.5(c)(i) will apply. Biogen Idec will incur no liability to PTI as a consequence of such Action or any unfavorable decision resulting therefrom, including any decision holding any such claim invalid, not infringed or unenforceable. [***] costs, including, without limitation, attorneys’ fees, relating to such Action will be borne solely by Biogen Idec.

Biogen Idec’s Rights. If a Third Party brings a declaratory judgment suit against Biogen Idec with respect to a Joint Patent that is not a Licensed Patent or any Patent Right owned or controlled by Biogen Idec, then Biogen Idec shall have the sole right, but not the obligation, to control the defense of such suit. Sangamo shall cooperate with Biogen Idec in any such suit as reasonably requested by Biogen Idec and at Biogen Idec’s expense. If the suit involves any such Joint Patent, then Sangamo also shall have the right to consult with Biogen Idec, and to participate in and be represented by independent counsel in such litigation at its own expense. Biogen Idec shall not, without Sangamo’s prior written consent, enter into any settlement or consent decree that requires any payment by or admits or imparts any other liability to Sangamo or admits the invalidity or unenforceability of any such Joint Patent, which consent shall not be unreasonably withheld.