Common use of Conduct of Action; Costs Clause in Contracts

Conduct of Action; Costs. Subject to Alnylam Third Party Obligations, the Party initiating suit shall have the sole and exclusive right to select counsel for any suit initiated by it under this Section 8.6. If required under applicable Law in order for such Party to initiate and/or maintain such suit, the other Party shall join as a party to the suit. If requested by the Party initiating suit, the other Party shall provide reasonable assistance to the Party initiating suit in connection therewith at no charge to such Party except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance. The Party initiating suit shall assume and pay all of its own out-of-pocket costs incurred in connection with any litigation or proceedings described in this Section 8.6, including the fees and expenses of the counsel selected by it. The other Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense.

Appears in 2 contracts

Samples: License and Collaboration Agreement, License and Collaboration Agreement (Alnylam Pharmaceuticals, Inc.)

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Conduct of Action; Costs. Subject to Alnylam Third Party Obligations, the The Party initiating suit shall have the sole and exclusive right to select counsel for any suit initiated by it under this Section 8.610.3, which counsel must be reasonably acceptable to the other Party. If required under applicable Law in order for such Party to initiate and/or maintain such suit, the other Party shall join as a party to the suit. If requested by the Party initiating suit, the other Party shall provide reasonable assistance to the Party initiating suit in connection therewith at no charge to such Party except that the initiating Party shall reimburse the other Party for reimbursement of reasonable outOut-of-pocket expenses Pocket Costs incurred in rendering such assistance. The Party initiating suit shall assume and pay all of its own outOut-of-pocket costs Pocket Costs incurred in connection with any litigation or proceedings described in this Section 8.610.3, including the fees and expenses of the counsel selected by it. The other Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense.

Appears in 2 contracts

Samples: Discovery and Development Collaboration and License Agreement (Agios Pharmaceuticals Inc), Discovery and Development Collaboration and License Agreement (Agios Pharmaceuticals Inc)

Conduct of Action; Costs. Subject to Alnylam Third Party Obligations, the The Party initiating suit shall have the sole and exclusive right to select counsel for any suit initiated by it under this Section 8.610.3, which counsel must be reasonably acceptable to the other Party. If required under applicable Law in order for such Party to initiate and/or or maintain such suit, the other Party shall join as a party to the suit. If requested by the Party initiating suit, the other Party shall provide reasonable assistance to the Party initiating suit in connection therewith at no charge to such Party except that the initiating Party shall reimburse the other Party for reimbursement of reasonable outOut-of-pocket expenses Pocket Costs, other than outside counsel expenses, incurred in rendering such assistance. The Party initiating suit shall assume and pay all of its own out[***] Out-of-pocket costs Pocket Costs incurred in connection with any litigation or proceedings described in this Section 8.610.3, including the fees and expenses of the counsel selected by it. The other Party shall have the right to participate and be represented in any such suit by its own counsel at its own [***] expense.

Appears in 2 contracts

Samples: Master Research and Collaboration Agreement (Vividion Therapeutics, Inc.), Master Research and Collaboration Agreement (Vividion Therapeutics, Inc.)

Conduct of Action; Costs. Subject to Alnylam Third Party Obligations, the The Party initiating any suit under this Section 6.2 shall have the sole and exclusive right to select counsel for any suit initiated by it under this Section 8.6such suit; except that such counsel must be reasonably acceptable to the other Party. If required under applicable Law in order for such Party to initiate and/or or maintain such suit, the other Party shall join as a party to the suit. If requested by the Party initiating suit, the other Party shall provide reasonable assistance to the Party initiating suit in connection therewith at no charge to such therewith, and the initiating Party except shall reimburse the other Party for reimbursement of all reasonable outOut-of-pocket expenses Pocket Costs (including its reasonable outside counsel expenses) incurred in rendering such assistance. The Party initiating suit shall assume and pay all of its own outOut-of-pocket costs Pocket Costs incurred in connection with any litigation or proceedings described in this Section 8.66.2, including the fees and expenses of the counsel selected by it. The other Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense.

Appears in 1 contract

Samples: License Agreement (Karuna Therapeutics, Inc.)

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Conduct of Action; Costs. Subject to Alnylam Third Party Obligations, the The Party initiating suit shall have the sole and exclusive right to select counsel for any suit initiated by it under this Section 8.610.3, which counsel must be reasonably acceptable to the other Party. If required under applicable Law in order for such Party to initiate and/or or maintain such suit, the other Party shall join as a party to the suit. If requested by the Party initiating suit, the other Party shall provide reasonable assistance to the Party initiating suit in connection therewith at no charge to such Party except that the initiating Party shall reimburse the other Party for reimbursement of reasonable outOut-of-pocket expenses Pocket Costs, other than outside counsel expenses, incurred in rendering such assistance. The Party initiating suit shall assume and pay all of its own outOut-of-pocket costs Pocket Costs incurred in connection with any litigation or proceedings described in this Section 8.610.3, including the fees and expenses of the counsel selected by it. The other Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense.

Appears in 1 contract

Samples: Master Research and Collaboration Agreement (Agios Pharmaceuticals Inc)

Conduct of Action; Costs. Subject to Alnylam Third Party Obligations, the The Party initiating any suit under this Section 7.3 shall have the sole and exclusive right to select counsel for any suit initiated by it under this Section 8.6such suit; except that such counsel must be reasonably acceptable to the other Party. If required under applicable Applicable Law in order for such Party to initiate and/or or maintain such suit, the other Party shall join as a party to the suit. If requested by the Party initiating suit, the other Party shall provide reasonable assistance to the Party initiating suit in connection therewith at no charge to such therewith, and the initiating Party except shall reimburse the other Party for reimbursement of all reasonable outOut-of-pocket expenses Pocket Costs (including its reasonable outside counsel expenses) incurred in rendering such assistance. The Party initiating suit shall assume and pay all of its own outOut-of-pocket costs Pocket Costs incurred in connection with any litigation or proceedings described in this Section 8.67.3, including the fees and expenses of the counsel selected by it. The other Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense.

Appears in 1 contract

Samples: License Agreement (Astria Therapeutics, Inc.)

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