Competitive Infringements Clause Samples
Competitive Infringements. (a) During the Term, [***] will have the first right, but not the obligation, to initiate an infringement or other appropriate suit (an “Infringement Action”) against any Competitive Infringement with respect to any Joint Collaboration Patent Rights at [***] (but subject to inclusion of such costs and expenses as Shared Enforcement Costs under Section 13.3.5 (Enforcement Costs and Recoveries)).
(b) During the Term, if [***] fails to initiate an Infringement Action against any Competitive Infringement with respect to any such Joint Collaboration Patent Rights, during the earlier of (i) [***] after written notice of such Competitive Infringement is first provided by a Party under Section 13.3.1 (Notification) and (ii) [***] before any statute of limitation or other deadline that would be prejudicial to [***] right to initiate an Infringement Action, then in each case ((i) and (ii)), [***] will have the right to initiate and control an Infringement Action with respect to such Competitive Infringement using counsel of its own choice, at its own discretion and at [***] cost and expense (but subject to inclusion of such costs and expenses as Shared Enforcement Costs under Section 13.3.5 (Enforcement Costs and Recoveries)), and [***] will have the right, at its own expense (but subject to inclusion of such costs and expenses as Shared Enforcement Costs under Section 13.3.5 (Enforcement Costs and Recoveries)), to be represented in any such action by counsel of its own choice.
(c) During the Term, (i) [***] will have the sole right, but not the obligation, to initiate an Infringement Action to ▇▇▇▇▇ any existing, alleged, or threatened Competitive Infringement with respect to [***] Background IP or the [***] Collaboration Patent Rights at [***] cost and expense (but subject to inclusion of such costs and expenses as Shared Enforcement Costs under Section 13.3.5 (Enforcement Costs and Recoveries)), and (ii) [***] will have the sole right, but not the obligation, to initiate an Infringement Action to ▇▇▇▇▇ any existing, alleged, or threatened Competitive Infringement with respect to [***] Background IP or the [***] Collaboration Patent Rights at [***] cost and expense (but subject to inclusion of such costs and expenses as Shared Enforcement Costs under Section 13.3.5 (Enforcement Costs and Recoveries)).
Competitive Infringements. (a) Ionis will have the first right, but not the obligation, to institute, prosecute, and control a Proceeding to enforce the Ionis-Prosecuted Patent Rights against any Competitive Infringement at its own expense. If ▇▇▇▇▇ fails to initiate a Proceeding within a period of 90 days after written notice of a Competitive Infringement is first provided by a Party under Section 10.3.1 (Notification), then Metagenomi will have the right to initiate and control a Proceeding to enforce the applicable Patent Right against such Competitive Infringement by counsel of its own choice; provided that if Ionis notifies Metagenomi during such 90-day period that it is electing in good faith not to institute any Proceeding to enforce Ionis-Prosecuted Patent Rights against such Competitive Infringement for strategic reasons, then Metagenomi will not have the right to initiate and control any Proceeding to enforce such Patent Rights against such Competitive Infringement.
(b) Metagenomi will have the first right, but not the obligation, to institute, prosecute, and control a Proceeding to enforce the Metagenomi-Prosecuted Patent Rights against any Competitive Infringement at its own expense. If Metagenomi fails to initiate a Proceeding within a period of 90 days after written notice of a Competitive Infringement is first provided by a Party under Section 10.3.1 (Notification), then Ionis will have the right to initiate and control a Proceeding to enforce the applicable Patent Right against such Competitive Infringement by counsel of its own choice; provided that if Metagenomi notifies Ionis during such 90-day period that it is electing in good faith not to institute any Proceeding to enforce Metagenomi-Prosecuted Patent Rights against such Competitive Infringement for strategic reasons, then Ionis will not have the right to initiate and control any Proceeding to enforce such Patent Rights against such Competitive Infringement.
Competitive Infringements. (a) With respect to any Competitive Infringement, BMS and Avidity shall thereafter consult and cooperate to determine a course of action, including the commencement of legal action by either or both BMS and Avidity, to terminate any such Competitive Infringement.
(b) During the Term, BMS, upon notice to Avidity, shall have the first right to initiate and prosecute such legal action at its expense and in the name of Avidity or BMS, or to control the defense of any declaratory judgment action relating to such Competitive Infringement of Avidity Product Patents and Research Collaboration Patents, at BMS’s sole discretion and BMS’s sole cost and expense.
(c) In the event that BMS elects not to initiate and prosecute an action pertaining to a Competitive Infringement of Avidity Product Patents or Research Collaboration Patents, subject to BMS’s prior written consent, Avidity shall have the right to do so; provided that each Party shall bear its own costs of any agreed-upon course of action to terminate such Competitive Infringement with respect to Avidity Product Patents.
(d) During the Term, Avidity, upon notice to BMS, shall have the first right, to initiate and prosecute such legal action at its expense and in the name of Avidity or BMS, or to control the defense of any declaratory judgment action relating to such Competitive Infringement of Avidity Platform Patents (other than Avidity Product Patents), at Avidity’s sole discretion and Avidity’s sole cost and expense.
(e) [***].
(f) The Party prosecuting the legal action would bear all costs of the enforcement or defense of a Competitive Infringement and all recoveries would be treated in accordance with Section 9.4.6 (Recoveries).