Cooperation in Enforcement Proceedings. For any action by a Party pursuant to subarticle (b) above, in the event that such Party is unable to initiate or prosecute such action solely in its own name, the other Party will join such action voluntarily and will execute all documents necessary for such Party to initiate, prosecute and maintain such action. If either Lilly or Xxxxxxxxx initiates an enforcement action pursuant to Article 12.6(b), then the other Party shall cooperate to the extent reasonably necessary and at the first Parties’ sole expense (except for the expenses of the non-controlling Party’s counsel, if any). Upon the reasonable request of the Party instituting any such action, such other Party shall join the suit and can be represented in any such legal proceedings using counsel of its own choice. Each Party shall assert and not waive the joint defense privilege with respect to all communications between the Parties reasonably the subject thereof.
Cooperation in Enforcement Proceedings. For any action by a Party pursuant to Section 8.6, in the event that such Party is unable to initiate or prosecute such action solely in its own name, the other Party or its Affiliates, as applicable, will join such action voluntarily and will execute all documents necessary for such Party to initiate, prosecute and maintain such action. If either Party initiates an enforcement action pursuant to Section 8.6, then, at such Party’s request, the other Party shall cooperate to the extent reasonably necessary and at the first Party’s sole expense for reasonable, out-of-pocket costs (except for the expenses of the non-controlling Party’s counsel, if any). Upon the reasonable request of the Party instituting any such action or if necessary to continue such action, such other Party shall join the suit and can be represented in any such legal proceedings using counsel of its own choice at its own expense. Each Party shall, if possible, assert and not waive the joint defense privilege with respect to all communications between the Parties reasonably the subject thereof with respect to any such action.
Cooperation in Enforcement Proceedings. For any action by a Party pursuant to pursuant to Section 9.6 (Enforcement of Intellectual Property Rights), in the event that such Party is unable to initiate or prosecute such action solely in its own name, the other Party or its Affiliates, as applicable, will join such action voluntarily and will execute all documents necessary for such Party to initiate, prosecute, and maintain such action; provided that such Party shall reimburse the other Party or its Affiliates all reasonable costs and expenses, including any adverse awards of costs against the other Party, incurred as a result of the joining of such action. If either Party initiates an enforcement action pursuant to Section 9.5 then, at such Party’s request, the other Party will cooperate to the extent reasonably necessary and at the first Party’s sole expense for reasonable, out-of-pocket costs (except for the expenses of the non-controlling Party’s counsel, if any). Upon the reasonable request of the Party instituting any such action, such other Party will join the suit and may be represented in any such legal proceedings using counsel of its own choice at its own expense. Each Party will, if possible, assert and not waive the joint defense privilege with respect to all communications between the Parties reasonably the subject thereof with respect to any such action.
Cooperation in Enforcement Proceedings. For any action by a Party pursuant to sub-article (b) above, in the event that such Party is unable to initiate or prosecute such action solely in its own name, the other Party will join such action voluntarily and will execute all documents necessary for such Party to initiate, prosecute and maintain such action. If either Terns or Vintagence initiates an enforcement action pursuant to Article 11.4(b), then the other Party shall cooperate to the extent reasonably necessary and at the [***]. Upon the reasonable request of the Party instituting any such action, such other Party shall join the suit and can be represented in any such legal proceedings using counsel of its own choice. [***].
Cooperation in Enforcement Proceedings. For any action by a Party pursuant to Section 15.4(b) (Enforcement of Patent Rights), in the event that such Party is unable to initiate or prosecute such action solely in its own name, the other Party shall join such action voluntarily and shall execute all documents necessary for such Party to initiate, prosecute and maintain such action. If either Gilead or CGEN initiates an enforcement action pursuant to Section 15.4(b) (Enforcement of Patent Rights), then the other Party shall cooperate to the extent reasonably necessary and at the first Party’s sole expense (except for the expenses of the non-controlling Party’s counsel, if any). Upon the reasonable request of the Party instituting any such action, such other Party shall join the suit and can be represented in any such legal proceedings using counsel of its own choice. Each Party shall assert and not waive the joint defense privilege with respect to all communications between the Parties reasonably the subject thereof.
Cooperation in Enforcement Proceedings. For any action by a Party pursuant to subarticle (b) above, in the event that such Party is unable to initiate or prosecute such action solely in its own name, the other Party will join such action voluntarily and will execute all documents necessary for such Party to initiate, prosecute and maintain such action. If either Lilly or Transition initiates an enforcement action pursuant to Article 13.6(b), then the other Party shall cooperate to the extent reasonably necessary and at the first Parties’ sole expense (except for the expenses of the non-controlling Party’s counsel, if any). Upon the reasonable request of the Party instituting any such action, such other Party shall join the suit and can be represented in any such legal proceedings using counsel of its own choice. Each Party shall assert and not waive the joint defense privilege with respect to all communications between the Parties reasonably the subject thereof. To the extent a licensor of Transition under a Third Party Agreement is required by the terms of such Third Party Agreements to bring and control an enforcement action with respect to the Transition Patents, Lilly will pay and/or reimburse Transition for any reasonable fees or expenses incurred by such licensor in connection with such enforcement action that are required to be paid by Transition under such Third Party Agreement, as well as for the Parties own reasonable costs and expenses for participating or otherwise relating to such action that are not otherwise reimbursed under such Third Party Agreements.
Cooperation in Enforcement Proceedings. It is the express intention of all parties hereto that, upon the occurrence of a Termination Event and the entitlement to exercise an Enforcement Proceeding as set forth in Section 9 below, Lender shall be able to acquire possession of and title to the Property at the earliest possible date and otherwise commence and complete, without interference by Borrower, such Enforcement Proceedings as Lender may elect. In consideration of the forbearance granted by Lender as set forth in this Agreement, Borrower agrees not to challenge in any way the validity of any foreclosure proceedings (whether commenced by judicial action or by non-judicial power of sale) related to the Property or any other Enforcement Proceedings commenced from time to time by Lender upon the occurrence of a Termination Event. In addition, upon the occurrence of a Termination Event, Borrower shall not take any action of any kind or nature whatsoever, either directly or indirectly, to delay, oppose, impede, obstruct, hinder, enjoin or otherwise interfere with, and Borrower will cooperate and comply with, the exercise by Lender of any and all of Lender’s rights and remedies against Borrower or with respect to the Property, or any other rights or remedies of Lender with respect to the Loan, the Loan Documents or this Agreement.
