Common use of Company Right to Prosecute Clause in Contracts

Company Right to Prosecute. So long as the Company remains the exclusive licensee of the Patent Rights in the Field in the Territory, the Company, to the extent permitted by law, shall have the right, under its own control and at its own expense, to prosecute any third party infringement of the Patent Rights in the Field in the Territory, subject to Section 6.4. If required by law, PureTech shall permit any action under this Section 6.2 to be brought in its name, including being joined as a party-plaintiff, provided that the Company shall hold PureTech harmless from, and indemnify PureTech against, any costs, expenses, or liability that PureTech incurs in connection with such action. Prior to commencing any such action, the Company shall consult with PureTech and shall consider the views of PureTech regarding the advisability of the proposed action and its effects. The Company shall not enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action under this Section 6.2 which admits the invalidity or unenforceability of any Patent Rights without the prior written consent of PureTech. If the Company does not take commercially reasonable steps to xxxxx the infringement of such Patent Rights within [ *** ] from any infringement notice from PureTech, based upon the Company’s determination that such action would be commercially unreasonable and the Company provides PureTech its reasons therefor in writing, then the Company shall not have the obligation to take any such action or institute any proceeding. In this regard, the Company shall be entitled to use its reasonable commercial discretion in determining (a) whether to contact and/or institute any action or proceeding against an alleged infringer; (b) the timing of any contact with an alleged infringer or action or proceeding to be instituted against an alleged infringer; (c) the location of any action or proceeding to be instituted against an alleged infringer; and (d) if there is more than one alleged infringer, which alleged infringer to contact regarding its alleged infringement or against which any action or proceeding is to be brought. It is further understood and agreed that, during such time as the Company is pursuing any action or proceeding against one alleged infringer, the Company shall have no obligation to contact or pursue additional alleged infringers.

Company Right to Prosecute. So long as Each party shall promptly notify the other party of any alleged or threatened infringement of any Patent Rights of which it becomes aware of. Company remains shall have the exclusive licensee first right, but not the obligation, to enforce the claims of the Patent Rights in the Licensed Field in the TerritoryLicensed Territory against any infringement and prosecute infringers when, the Companyin its sole judgment, to the extent permitted by lawsuch action may be reasonably necessary, proper and justified. If Hospital shall have the right, under its own control and at its own expense, supplied Company with written evidence demonstrating to prosecute any third party Company’s reasonable satisfaction prima facie infringement of the a claim of a Patent Rights Right in the License Field in the TerritoryLicense Territory by a third party which poses a material threat to Company’s rights under this Agreement, subject Company shall notify Hospital within [*] months of the receipt of such notice whether Company intends to Section 6.4prosecute the alleged infringement. If required Company notifies Hospital that it intends to so prosecute, Company shall, within [*] months of its notice to Company either (i) take reasonable actions to cause such infringement to terminate, or (ii) initiate legal proceedings against the infringer. Before commencing any such action, Company and, as applicable, any Affiliate, shall consult with Hospital, concerning, among other things, Company’s standing to bring suit, the advisability of bringing suit, the selection of counsel and the jurisdiction for such action (provided [*] = Certain confidential information contained in this document, marked by lawbrackets, PureTech is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Company must have Hospital’s prior written consent, which shall permit not be unreasonably withheld, with respect to selection of jurisdiction for any action under this Section 6.2 to in which Hospital may be brought in its name, including being joined as a party-plaintiff) and shall use reasonable efforts to accommodate the views of Hospital regarding the proposed action, provided that including without limitation with respect to potential effects on the public interest. Company shall hold PureTech harmless from, and indemnify PureTech against, any be responsible for all costs, expenses, or liability that PureTech incurs expenses and liabilities in connection with such action. Prior to commencing any such action, the Company shall consult with PureTech and shall consider the views of PureTech regarding the advisability of the proposed action and its effects. The Company shall not enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action under this Section 6.2 which admits the invalidity or unenforceability of any Patent Rights without the prior written consent of PureTech. If the Company does not take commercially reasonable steps to xxxxx the infringement of such Patent Rights within [ *** ] from any infringement notice from PureTech, based upon the Company’s determination that such action would be commercially unreasonable and the Company provides PureTech its reasons therefor in writing, then the Company shall not have the obligation to take any such action or institute any proceeding. In this regardand shall indemnify and hold Hospital harmless therefrom, regardless of whether Hospital is a party-plaintiff, except for the Company shall be entitled to use its reasonable commercial discretion in determining (a) whether to contact and/or institute any action or proceeding against an alleged infringer; (b) the timing expense of any contact independent counsel retained by Hospital in accordance with an alleged infringer or action or proceeding to be instituted against an alleged infringer; (c) the location of any action or proceeding to be instituted against an alleged infringer; and (d) if there is more than one alleged infringer, which alleged infringer to contact regarding its alleged infringement or against which any action or proceeding is to be brought. It is further understood and agreed that, during such time as the Company is pursuing any action or proceeding against one alleged infringer, the Company shall have no obligation to contact or pursue additional alleged infringersSection 7.5 below.

Company Right to Prosecute. So long as the Company COMPANY remains the exclusive licensee of the Patent Rights PATENT RIGHTS in the Field FIELD in the TerritoryTERRITORY, the CompanyCOMPANY, to the extent permitted by law, shall have the right, under its own control and at its own expense, to prosecute any third party infringement of the Patent Rights PATENT RIGHTS in the Field FIELD in the TerritoryTERRITORY, subject to Section 6.4Sections 7.4 and 7.5. If required by law, PureTech M.I.T. shall permit any action under this Section 6.2 to be brought in its name, including being joined as a party-plaintiff, provided that the Company COMPANY shall hold PureTech M.I.T. harmless from, and indemnify PureTech M.I.T. against, any costs, expenses, or liability that PureTech M.I.T. incurs in connection with such action. COMPANY’s selection of counsel (to represent COMPANY and M.I.T. in such an action) shall be subject to MIT’s approval, which shall not be unreasonably withheld. Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED Prior to commencing any such action, the Company COMPANY shall consult with PureTech M.I.T. and shall consider the views of PureTech M.I.T. regarding the advisability of the proposed action and its effectseffect on other licensees of the PATENT RIGHTS and on the public interest, and the Parties shall agree on the best course of action taking into account the foregoing factors. The Company COMPANY shall not enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action under this Section 6.2 which admits the invalidity or unenforceability of any Patent Rights without the prior written consent of PureTech. If the Company does M.I.T., such consent not take commercially reasonable steps to xxxxx the infringement of such Patent Rights within [ *** ] from any infringement notice from PureTech, based upon the Company’s determination that such action would be commercially unreasonable and the Company provides PureTech its reasons therefor in writing, then the Company shall not have the obligation to take any such action or institute any proceeding. In this regard, the Company shall be entitled to use its reasonable commercial discretion in determining (a) whether to contact and/or institute any action or proceeding against an alleged infringer; (b) the timing of any contact with an alleged infringer or action or proceeding to be instituted against an alleged infringer; (c) the location of any action or proceeding to be instituted against an alleged infringer; and (d) if there is more than one alleged infringer, which alleged infringer to contact regarding its alleged infringement or against which any action or proceeding is to be brought. It is further understood and agreed that, during such time as the Company is pursuing any action or proceeding against one alleged infringer, the Company shall have no obligation to contact or pursue additional alleged infringersunreasonably withheld.

Company Right to Prosecute. So long as the Company Karuna remains the exclusive licensee of the Patent Rights in the Field in the TerritoryRights, the CompanyKaruna, to the extent permitted by law, shall have the right, under its own control and at its own expense, to prosecute any third party infringement of the Patent Rights in the Field in the TerritoryRights, subject to Section 6.48.04. If required by law, PureTech Lilly shall permit any action under this Section 6.2 to be brought in its name, including being joined as a party-plaintiff, provided that the Company Karuna shall hold PureTech Lilly harmless from, and indemnify PureTech Lilly against, any costs, expenses, or liability that PureTech Lilly incurs in connection with such action. Prior to commencing any such action, the Company Karuna shall consult with PureTech Lilly and shall consider the views of PureTech Lilly regarding the advisability of the proposed action and its effects. The Company Karuna shall not enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action under this Section 6.2 8.02 which admits the invalidity or unenforceability of any Patent Rights without the prior written consent of PureTechLilly. If the Company Karuna does not take commercially reasonable steps to xxxxx the infringement of such Patent Rights within [ *** ] from any infringement notice from PureTechLilly, based upon the CompanyKaruna’s determination that such action would be commercially unreasonable and the Company Karuna provides PureTech Lilly its reasons therefor in writing, then the Company Karuna shall not have the obligation to take any such action or institute any proceeding. In this regard, the Company Karuna shall be entitled to use its reasonable commercial discretion in determining (a) whether to contact and/or institute any action or proceeding against an alleged infringer; (b) the timing of any contact with an alleged infringer or action or proceeding to be instituted against an alleged infringer; (c) the location of any action or proceeding to be instituted against an alleged infringer; and (d) if there is more than one alleged infringer, which alleged infringer to contact regarding its alleged infringement or against which any action or proceeding is to be brought. It is further understood and agreed that, during such time as the Company Karuna is pursuing any action or proceeding against one alleged infringer, the Company Karuna shall have no obligation to contact or pursue additional alleged infringers.