Daiichi Sankyo Responsibility. Using counsel of its choice, Daiichi Sankyo shall, at its own expense, be responsible for further prosecuting and maintaining the Patent that is described as [***]. Daiichi Sankyo shall also be solely responsible for defending such [***] from any challenges to their validity or enforceability, including responding to patent office communications or office actions, oppositions, reissue or reexamination proceedings, or interferences, brought by any Third Party, whether before a patent authority or judicial body. Daiichi Sankyo shall provide Rain a reasonable opportunity to review and comment on material submissions and correspondence regarding to the prosecution, maintaining or defending of [***], provided Daiichi Sankyo has final decision-making authority over such matters. If Daiichi Sankyo decides that it will not continue to prosecute or maintain [***], it will notify Rain of its decision and, if requested, take all necessary steps to allow Rain to assume responsibility for prosecuting and maintaining such [***].
Daiichi Sankyo Responsibility. Daiichi Sankyo will have the first right, but not the obligation, to institute an infringement suit, initiate administrative proceedings, or take other appropriate action against a Third Party for any alleged infringement of [***] anywhere within the Territory, including a defense or counterclaim in connection with any Third Party infringement claim, at its sole cost and expense, using counsel of its own choice. Daiichi Sankyo shall provide Rain a reasonable opportunity to review and comment on material submissions and correspondence regarding the infringement of [***], provided Daiichi Sankyo has final decision-making authority over such matters. If Daiichi Sankyo does not secure actual cessation of the offending activities, or institute an infringement proceeding or other administrative proceeding against an offending Third Party, Daiichi Sankyo will notify Rain of such circumstances as soon as reasonably practicable, but in any case no later than [***] (or such shorter period as necessary to preserve rights, in the case of Xxxxx-Xxxxxx Case, within [***] after such receipt) of learning of such infringement or threatened infringement. Upon receiving such notice, Rain will have the right, but not the obligation, at its sole discretion, to take appropriate actions in the name of either Party or both Parties. Each Party will execute all necessary and proper documents, and take such actions as are necessary and appropriate to allow the other Party to institute and prosecute such infringement actions and will otherwise cooperate in instituting and prosecuting such actions (including, without limitation, consenting to being named as a nominal party thereto).
