BioNTech Enforcement Sample Clauses

BioNTech Enforcement. As between Pfizer and BioNTech, BioNTech will have the sole right, but not the obligation, to institute litigation or take other steps to remedy misappropriation in connection with any BioNTech Know-How or Research Program Know-how solely owned by BioNTech outside the Field, provided that any such Know-how does not lose its confidential status as part of or in consequence of any such litigation or steps, and any such litigation or steps will be at BioNTech’s expense including BioNTech indemnifying and holding harmless Pfizer and its Affiliates from and against any adverse cost award, where Pfizer or its Affiliates join any such Enforcement Action upon BioNTech’s request or where required by Law, and Pfizer will have no obligation to cooperate with BioNTech in any such litigation except as set forth in this Section 7.4.3. BioNTech will not, without the prior written consent of Pfizer, enter into any compromise or settlement relating to such litigation or steps that (a) admits that all or any portion of the BioNTech Know-How or Research Program Know-how is not protectable under relevant trade secret or confidentiality Laws or (b) requires BioNTech to abandon trade secret protection for any BioNTech Know-How or Research Program Know-How. In order to establish standing, Pfizer, upon request of BioNTech, agrees to timely commence or to join in any such litigation or steps at BioNTech’s expense, and in any event to cooperate with BioNTech in such litigation or steps at BioNTech’s expense. Pfizer will have the right to consult with BioNTech about such litigation or steps and to participate in and be represented by independent counsel in such litigation or steps at Pfizer’s own expense, and BioNTech shall take into account any reasonable comments provided by Pfizer in such litigation or steps.