Control of Enforcement Actions. Except as may otherwise be mutually agreed by the Parties, as between the Parties, each Licensee shall have the right to enforce the Licensed IP licensed to it hereunder as follows:
Control of Enforcement Actions. The Party specified in this Section 10.6 as having control over enforcement of particular Patent Rights alleged or threatened to be infringed in an Action (the “Initial Party”) may, at its expense, commence litigation with respect to the alleged or threatened infringement at its own expense or otherwise seek to handle such Action. If the Initial Party elects, in its sole discretion, to handle such an Action, the Initial Party shall control such Action, and the Initial Party may enter into settlements, stipulated judgments or other arrangements respecting such infringement; provided, however, the Initial Party shall not take any action, including legal action, settle or make any agreement that adversely affects the other Party’s rights or interests, including any settlement or agreement which admits or concedes that any aspect of any of the Lilly Intellectual Property or Licensed Technology is invalid or unenforceable or which adversely affects the scope of any of the Lilly Intellectual Property (in case where Xxxxxxx is the Initial Party) or Licensed Technology (in case where Xxxxx is the Initial Party), without the prior written consent of the other Party. The Initial Party shall keep the other Party reasonably apprised of the progress of any such Action. The other Party may, at its option and sole expense, be represented by counsel of its choice, but all other costs associated with any such Action shall be at the sole expense of the Initial Party. In the event that the Initial Party does not commence litigation or otherwise address an Action within thirty (30) Business Days following the date on which Lilly or Dicerna (as applicable) notifies the other Party of any alleged or threatened infringement of the Licensed Patent Rights, New Platform Patents or Joint Patent Rights of which they become aware pursuant to Section 10.6.5, the other Party may do so, at the other Party’s expense; provided, however, that in the event the initial Party in good faith objects to the other Party pursuing such Action on the grounds that pursuit of such Action is not in the long term best interest of the Products, the GalXC ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under
Control of Enforcement Actions. Except as may otherwise be mutually agreed by the Parties, as between the Parties, SunEdison shall have the right to enforce the Licensed IP as follows. SunEdison shall have the first right, but not the obligation (itself and/or through its designee), to control the initiation, conduct and, subject to this Section 5.2, settlement or other resolution, at its cost and expense and in its sole discretion, of any enforcement claim, demand, action, suit or proceeding, whether civil or criminal or in law or in equity (each, an “Action”) relating to the Licensed IP, including the right to communicate any objection or other form of challenge to any Third Party. Notwithstanding, SSL shall have the first right, but not the obligation, on the same terms granted to SunEdison in this Section 5.2, to initiate any Action relating to the SSL Improvements and, if SSL does not initiate such action, SunEdison shall have the rights granted to SSL in Section 5.2(b). The Parties acknowledge that circumstances may arise where a single Action may involve each Party as an Enforcing Party (“Joint Actions”). By way of example, a Joint Action could arise where the potential causes of action include Licensed IP that is both SSL Improvements and non-SSL Improvements, or where potential causes of action include (non-SSL Improvement) SunEdison Patent Rights that SunEdison had determined to enforce and separate (non-SSL Improvement) SunEdison Patent Rights that SunEdison has declined to enforce, but for which SSL has determined it is necessary or advisable to enforce.
Control of Enforcement Actions. The Required First Lien Lenders (subject to the proviso below) shall have the right in accordance with applicable laws and the Security Documents to direct the Senior Administrative Agent to enforce the Security Documents (i) by judicial proceedings for the enforcement of the security interests created under the Security Documents, (ii) by the sale of the Collateral or any part thereof, (iii) otherwise by the exercise of the power of entry or sale herein conferred or conferred by the Security Documents or (iv) by taking any other enforcement action against, or exercising any other remedies with respect to, the Collateral; provided that the Term B Lenders shall not have any of the rights or powers specified above in this Section 5.3(c) until such time as the First Lien Obligations have been paid in full in cash or Cash Equivalents and all Revolving Loan Commitments have been terminated, whereupon the Required Term B Lenders shall have the exclusive right to act on behalf of the Term B Lenders to exercise the rights or powers specified in this Section 5.3. Except as the same relates to the Collateral or as otherwise expressly prohibited by this Agreement, the Lenders may exercise any right or power, enforce any remedy, give any direction, consent or waiver or make any determination, under or in respect of any provision of any Loan Documents to which it is a party.
