Common use of Cooperation in Enforcement Proceedings Clause in Contracts

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 subarticle subsection (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 Green Cross or Xxxxxxxxx MacroGenics initiates an enforcement action pursuant to Article 12.6(bSection 15.5(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 subarticle 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 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’ 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 Xxxxxxxxx Party initiates an enforcement action pursuant to Article 12.6(b14.6(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 Pxxxx pursuant to subarticle (b) abovesubsection 12.2(b), in the event that such Party Pxxxx 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 Party initiates an enforcement action pursuant to Article 12.6(bsubsection 12.3(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 '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 subsection (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 shall join such action voluntarily and will shall execute all documents necessary for such Party to initiate, prosecute and maintain such action. If either Lilly Zai or Xxxxxxxxx MacroGenics initiates an enforcement action pursuant to Article 12.6(bSection 14.3(b), then the other Party shall cooperate to the extent reasonably necessary and at the first Parties’ 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.. [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED

Cooperation in Enforcement Proceedings. For any action by a Party pursuant to subarticle subsection (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 shall join such action voluntarily and will shall execute all documents necessary for such Party to initiate, prosecute and maintain such action. If either Lilly Zai or Xxxxxxxxx MacroGenics initiates an enforcement action pursuant to Article 12.6(bSection 14.3(b), then the other Party shall cooperate to the extent reasonably necessary and at the first Parties’ 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) aboveArticle 9.6, 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 Party initiates an enforcement action pursuant to Article 12.6(b)9.6, 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 subarticle (b) aboveSection 12.5(b), in the event that such Party is unable to initiate or prosecute such action solely in its own name, the other Party will shall join such action voluntarily and will shall execute all documents necessary for such Party to initiate, prosecute and maintain such action, [***]. If either Lilly Norgine or Xxxxxxxxx AMAG initiates an enforcement action pursuant to Article 12.6(bSection 12.5(b), then the ACTIVE/105730326.3 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 subarticle subsection (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 shall join such action voluntarily and will shall execute all documents necessary for such Party to initiate, prosecute and maintain such action. If either Lilly I- MAB or Xxxxxxxxx MacroGenics initiates an enforcement action pursuant to Article 12.6(bSection 13.5(b), then the other Party shall cooperate to the extent reasonably necessary and at the first Parties’ 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 subsection (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 shall join such action voluntarily and will shall execute all documents necessary for such Party to initiate, prosecute and maintain such action. If either Lilly Zai or Xxxxxxxxx MacroGenics initiates an enforcement action pursuant to Article 12.6(bSection 13.5(b), then the other Party shall cooperate to the extent reasonably necessary and at the first Parties’ 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.