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 an Adamas Paragraph IV Claim; provided that the provisions of Section 7.6 shall govern the right to defend any challenge to the validity or enforceability of any Adamas Patent Right brought in connection with such action. Any suit by [*] shall be brought either in the name of Adamas or its Affiliate, the name of Forest or its Affiliate, or jointly by Forest, Adamas and their respective Affiliates, as may be required by the Law of the forum and [*] shall join any action brought by [*] pursuant to this Section 7.11 if requested by [*], at [*] expense, and otherwise shall have the right to participate, at its sole expense, in such action. [*] shall execute such legal papers and cooperate in the prosecution of such suit as may be reasonably requested by [*]; provided that [*] shall promptly reimburse [*] reasonable, documented, out-of-pocket expenses (including reasonable outside counsel fees and expenses) actually and reasonably incurred by [*] in connection with such cooperation. In respect of any patent infringement litigation for such Adamas Paragraph IV Claim controlled by [*], [*] shall (i) keep [*] reasonably informed regarding [*] actions with respect to such action and (ii) promptly provide [*] with copies of all documents and other materials filed by any party to such infringement litigation for such Adamas Paragraph IV Claim with the court before which such infringement action is pending. [*] shall [*] reasonable proposals or comments with respect to such documents and materials; and [*] shall [*] reasonable proposals or comments. If [*] elects not to assume control over litigating any Adamas Paragraph IV Claim, [*] shall notify [*] as soon as practicable but in any event not later than [*] before the first action required to litigate such Adamas Paragraph IV Claim so that [*] may, but shall not be required to, assume sole control over litigating such Adamas Paragraph IV Claim using counsel of its own choice. Notwithstanding the foregoing, if [*] a patent infringement litigation for such Adamas Paragraph IV Claim pursuant to this Section 7.11(b) that [*] and [*], [*] litigation for such Adamas 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 such Adamas Paragraph IV Claim based on considerations of defending against any such claim[*] under this Agreement. Any suit by Processa [*] shall be brought either in the name of Ocuphire Adamas or its Affiliate, the name of Processa Forest or its Affiliate, or the names of Processajointly by Forest, Ocuphire, Adamas and their respective Affiliates, as may be required by the Law of the forum. For [*] shall join any action brought by [*] pursuant to this purposeSection 7.11 if requested by [*], Ocuphire at [*] expense, and otherwise shall have the right to participate, at its sole expense, in such action. [*] shall execute such legal papers and cooperate in the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. prosecution of such suit, including providing full access to documents, information and witnesses, suit as may be reasonably requested by Processa[*]; provided that Processa [*] shall promptly reimburse all reasonable, documented, out-of-pocket expenses (including reasonable outside counsel fees and expenses) actually and reasonably incurred by Ocuphire [*] in connection with such cooperation. If Processa elects not to assume control over litigating In respect of 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 patent infringement litigation for such Adamas Paragraph IV Claim so that Ocuphire mayfor which [*] assumes control under this Section 7.11(b), but [*] shall not be required to, assume sole control over litigating (1) keep [*] reasonably informed regarding [*] actions with respect to such action and (2) promptly provide [*] with copies of all documents and other materials filed by any party to such infringement litigation for such Adamas Paragraph IV Claim using counsel of its own choice. Any suit by Ocuphire shall be either in with 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 court before which 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 cooperationinfringement action is pending. Any compensation recovered as a result of such litigation shall be allocated as set forth in Section 7.3(d7.4(f) above. In the case of a conflict between this Section 7.11 and Section 7.4 with regard to any action covered by this Section 7.11, this Section 7.11 shall control.

Control of Response; Recoveries. Processa (i) Huadong 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 Huadong shall be brought either in the name of Ocuphire vTv or its Affiliate, the name of Processa Huadong or its Affiliate, or the names of Processajointly by Huadong, 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 ProcessaHuadong; provided that Processa Huadong 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 Huadong elects not to assume control over litigating any Paragraph IV ClaimClaim in the Territory, Processa Huadong 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 Huadong or its Affiliate, or the names of Processajointly by Huadong, Ocuphire, vTv and their respective Affiliates, as may be required by the Law of the forum. For this purpose, Processa Huadong 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 Huadong in connection with such cooperation. Any compensation recovered as a result of such litigation shall be allocated as set forth in Section 7.3(d7.4(e) above.

Control of Response; Recoveries. Processa [ * ] shall have the first right, but not the obligation, to initiate and control patent infringement litigation for an Adamas Paragraph IV Claim; provided that the provisions of Section 7.6 shall govern the right to defend any challenge to the validity or enforceability of any Adamas Patent Right brought in connection with such action. Any suit by [ * ] shall be brought either in the name of Adamas or its Affiliate, the name of Forest or its Affiliate, or jointly by Forest, Adamas and their respective Affiliates, as may be required by the Law of the forum and [ * ] shall join any action brought by [ * ] pursuant to this Section 7.11 if requested by [ * ], at [ * ] expense, and otherwise shall have the right to participate, at its sole expense, in such action. [ * ] shall execute such legal papers and cooperate in the prosecution of such suit as may be reasonably requested by [ * ]; provided that [ * ] shall promptly reimburse [ * ] reasonable, documented, out-of-pocket expenses (including reasonable outside counsel fees and expenses) actually and reasonably incurred by [ * ] in connection with such cooperation. In respect of any patent infringement litigation for such Adamas Paragraph IV Claim controlled by [ * ], [ * ] shall (i) keep [ * ] reasonably informed regarding [ * ] actions with respect to such action and (ii) promptly provide [ * ] with copies of all documents and other materials filed by any party to such infringement litigation for such Adamas Paragraph IV Claim with the court before which such infringement action is pending. [ * ] shall [ * ] reasonable proposals or comments with respect to such documents and materials; and [ * ] shall [ * ] reasonable proposals or comments. If [ * ] elects not to assume control over litigating any Adamas Paragraph IV Claim, [ * ] shall notify [ * ] as soon as practicable but in any event not later than [ * ] before the first action required to litigate such Adamas Paragraph IV Claim so that [ * ] may, but shall not be required to, assume sole control over litigating such Adamas Paragraph IV Claim using counsel of its own choice. Notwithstanding the foregoing, if [ * ] a patent infringement litigation for such Adamas Paragraph IV Claim pursuant to this Section 7.11(b) that [ * ] and [ * ], [ * ] litigation for such Adamas 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 such Adamas Paragraph IV Claim based on considerations of defending against any such claim[ * ] under this Agreement. Any suit by Processa [ * ] shall be brought either in the name of Ocuphire Adamas or its Affiliate, the name of Processa Forest or its Affiliate, or the names of Processajointly by Forest, Ocuphire, Adamas and their respective Affiliates, as may be required by the Law of the forum. For [ * ] shall join any action brought by [ * ] pursuant to this purposeSection 7.11 if requested by [ * ], Ocuphire at [ * ] expense, and otherwise shall have the right to participate, at its sole expense, in such action. [ * ] 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 Processa[ * ]; provided that Processa [ * ] shall promptly reimburse all reasonable, documented, out-of-pocket expenses (including reasonable outside counsel fees and expenses) actually and reasonably incurred by Ocuphire [ * ] in connection with such cooperation. If Processa elects not to assume control over litigating In respect of 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 patent infringement litigation for such Adamas Paragraph IV Claim so that Ocuphire mayfor which [ * ] assumes control under this Section 7.11(b), but [ * ] shall not be required to, assume sole control over litigating (1) keep [ * ] reasonably informed regarding [ * ] actions with respect to such action and (2) promptly provide [ * ] with copies of all documents and other materials filed by any party to such infringement litigation for such Adamas Paragraph IV Claim using counsel of its own choice. Any suit by Ocuphire shall be either in with 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 court before which 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 cooperationinfringement action is pending. Any compensation recovered as a result of such litigation shall be allocated as set forth in Section 7.3(d7.4(f) above. In the case of a conflict between this Section 7.11 and Section 7.4 with regard to any action covered by this Section 7.11, this Section 7.11 shall control. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.