Common use of Control of Response; Recoveries Clause in Contracts

Control of Response; Recoveries. Processa shall have the first right, but not the obligation, to initiate and control patent infringement litigation for any Paragraph IV Claim; provided, however, that Processa shall (i) consult with Ocuphire in good faith with respect to any claim that any Ocuphire Patent Right or Joint Patent Right is invalid or unenforceable and (ii) implement any comment from Ocuphire regarding any aspect of defending against any such claim. Any suit by Processa shall be brought either in the name of Ocuphire or its Affiliate, the name of Processa or its Affiliate, or the names of Processa, Ocuphire, and their respective Affiliates, as may be required by the Law of the forum. For this purpose, Ocuphire shall execute such legal papers and cooperate in the prosecution of such suit, including providing full access to documents, information and witnesses, as may be reasonably requested by Processa; provided that Processa shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by Ocuphire in connection with such cooperation. If Processa elects not to assume control over litigating any Paragraph IV Claim, Processa shall notify Ocuphire as soon as practicable but in any event not later than ten (10) days before the first action required to litigate such Paragraph IV Claim so that Ocuphire may, but shall not be required to, assume sole control over litigating such Paragraph IV Claim using counsel of its own choice. Any suit by Ocuphire shall be either in the name of Ocuphire or its Affiliate, the name of Processa or its Affiliate, or the names of Processa, Ocuphire, and their respective Affiliates, as may be required by the Law of the forum. For this purpose, Processa shall execute such legal papers and cooperate in the prosecution of such suit, including providing full access to documents, information and witnesses, as may be reasonably requested by Ocuphire; provided that Ocuphire shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by Processa in connection with such cooperation. Any compensation recovered as a result of such litigation shall be allocated as set forth in Section 7.3(d) above.

Control of Response; Recoveries. Processa shall have the first right, but not the obligation, to initiate and control patent infringement litigation for any Paragraph IV Claim; provided, however, that Processa shall (i) consult with Ocuphire Elion in good faith with respect to any claim that any Ocuphire Elion Patent Right, Processa Patent Right or Joint Patent Right is invalid or unenforceable and (ii) implement any comment from Ocuphire Elion regarding any aspect of defending against any such claim. Any suit by Processa shall be brought either in the name of Ocuphire Elion or its Affiliate, the name of Processa or its Affiliate, or the names of Processa, OcuphireElion, and their respective Affiliates, as may be required by the Law of the forum. For this purpose, Ocuphire Elion shall execute such legal papers and cooperate in the prosecution of such suit, including providing full access to documents, information and witnesses, as may be reasonably requested by Processa; provided that Processa shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by Ocuphire Elion in connection with such cooperation. If Processa elects not to assume control over litigating any Paragraph IV Claim, Processa shall notify Ocuphire Elion as soon as practicable but in any event not later than ten (10) days before the first action required to litigate such Paragraph IV Claim so that Ocuphire Elion may, but shall not be required to, assume sole control over litigating such Paragraph IV Claim using counsel of its own choice. Any suit by Ocuphire Elion shall be either in the name of Ocuphire Elion or its Affiliate, the name of Processa or its Affiliate, or the names of Processa, OcuphireElion, and their respective Affiliates, as may be required by the Law of the forum. For this purpose, Processa shall execute such legal papers and cooperate in the prosecution of such suit, including providing full access to documents, information and witnesses, as may be reasonably requested by OcuphireElion; provided that Ocuphire Elion shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by Processa in connection with such cooperation. Any compensation recovered as a result of such litigation shall be allocated as set forth in Section 7.3(d‎7.3(e) above.

Control of Response; Recoveries. Processa (i) Newsoara shall have the first right, but not the obligation, to initiate and control patent infringement litigation for any such Paragraph IV Claim; provided, however, that Processa shall (i) consult with Ocuphire Claim in good faith with respect to any claim that any Ocuphire Patent Right or Joint Patent Right is invalid or unenforceable and (ii) implement any comment from Ocuphire regarding any aspect of defending against any such claimthe Territory. Any suit by Processa Newsoara shall be brought either in the name of Ocuphire vTv or its Affiliate, the name of Processa Newsoara or its Affiliate, or the names of Processajointly by Newsoara, Ocuphire, vTv and their respective Affiliates, as may be required by the Law of the forum. For this purpose, Ocuphire vTv shall execute such legal papers and cooperate in the prosecution of such suit, including providing full access to documents, information and witnesses, suit as may be reasonably requested by ProcessaNewsoara; provided that Processa Newsoara shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by Ocuphire vTv in connection with such cooperation. If Processa Newsoara elects not to assume control over litigating any Paragraph IV ClaimClaim in the Territory, Processa Newsoara shall notify Ocuphire vTv as soon as practicable but in any event not later than ten (10) [***] days before the first action required to litigate such Paragraph IV Claim so that Ocuphire vTv may, but shall not be required to, assume sole control over litigating such Paragraph IV Claim using counsel of its own choice. Any suit by Ocuphire vTv shall be either in the name of Ocuphire vTv or its Affiliate, the name of Processa Newsoara or its Affiliate, or the names of Processajointly by Newsoara, Ocuphire, vTv and their respective Affiliates, as may be required by the Law of the forum. For this purpose, Processa Newsoara shall execute such legal papers and cooperate in the prosecution of such suit, including providing full access to documents, information and witnesses, suit as may be reasonably requested by OcuphirevTv; provided that Ocuphire vTv shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by Processa Newsoara in connection with such cooperation. Any compensation recovered as a result of such litigation shall be allocated as set forth in Section 7.3(d7.3(e) above. (ii) vTv shall have the first right, but not the obligation, to initiate and control patent infringement litigation for such Paragraph IV Claim outside the Territory. Any suit by vTv shall be brought either in the name of vTv or its Affiliate, the name of Newsoara or its Affiliate, or jointly by Newsoara, vTv and their respective Affiliates, as may be required by the Law of the forum. For this purpose, Newsoara shall execute such legal papers and cooperate in the prosecution of such suit as may be reasonably requested by vTv; provided that vTv shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by vTv in connection with such cooperation. Any compensation recovered as a result of such litigation shall be allocated as set forth in Section 7.3(e) above.