Common use of Defense and Enforcement Clause in Contracts

Defense and Enforcement. Licensor shall have the sole initial right, but not the obligation, to elect to bring an Action or enter into settlement discussions regarding Third Party Infringements and Invalidity Allegations with respect to any Exclusively Licensed IP licensed by such Licensor at Licensor’s sole expense. If Licensor does not so elect for a Third Party Infringement or Invalidity Allegation with respect to such Exclusively Licensed IP within one-hundred eighty (180) days after receiving notice from Licensee pursuant to Section 4.1, or Licensor providing notice to Licensee thereof, Licensor shall promptly notify Licensee in writing and such Licensee shall have the right to bring an Action or enter into settlement discussions regarding such Third Party Infringement or Invalidity Allegations at its sole expense; provided, further, that (i) if Licensor does not bring such an Action or elect to (or does not notify Licensee of its election to) bring such an Action for a Third Party Infringement or to defend an Invalidity Allegation with respect to such Exclusively Licensed IP by ten (10) Business Days before the deadline for filing the applicable filing or response, such Licensee shall have the right to bring an Action regarding such Third Party Infringement or Invalidity Allegations at its sole expense, and (ii) Licensor shall have no liability for failing to so notify Licensee as provided in this sentence of this Section 4.2. The Party that elects to bring an Action or enters into settlement discussions in accordance with this Section 4.2 (the “Enforcing Party”) shall control such Action or settlement discussions (as applicable). Notwithstanding the foregoing, if Invalidity Allegations arise in an opposition, interference, reissue proceeding, reexamination or other proceeding before any patent office, the Licensor of the applicable Patent shall have the right to defend such Invalidity Allegations or enter into settlement discussions with respect thereto.

Defense and Enforcement. Licensor Within a period of [***] days after either party provides or receives such written notice with respect to its Patents (“Decision Period”), the party that has the first right to enforce any such Patents as set forth on Schedule 11.6(b) (the “First Party”) that are allegedly infringed, in its sole discretion, shall decide whether or not to initiate a suit or take other appropriate action with respect to any allegedly infringing activities in the Field (including without limitation defending any assertion or challenge) and shall notify the other party in writing of its decision in writing (“Suit Notice”). If the First Party for its Patents are allegedly infringed decides to bring a suit or take action with respect to any allegedly infringing activities in the Field and provides a respective Suit Notice, then such party may immediately commence such suit or take such action. If such party (i) does not in writing advise the other party within the Decision Period that it will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, then the other party shall thereafter have the right to commence suit or take action with respect to any allegedly infringing activities in the Field and shall provide written notice to the party whose Patents are allegedly infringed of any such suit commenced or action taken by the other party. ***Certain Confidential Information Omitted LICENSE AGREEMENT Upon written request, the party bringing suit or taking action (‘Initiating Party’) shall keep the other party informed of the status of any such suit or action and shall provide the other party with copies of all substantive documents and communications filed in such suit or action. The Initiating Party shall have the sole initial rightand exclusive right to control any such suit or action, including but not limited to selecting counsel for any such suit or action. If each of the obligation, parties elects to elect to bring be an Action or enter into settlement discussions regarding Third Initiating Party Infringements and Invalidity Allegations with respect to any Exclusively Licensed IP licensed by such Licensor at Licensor’s sole expensethe same allegedly infringing activities within the Field, then the parties shall meet and agree on how to manage the resulting suits and actions (including with respect to the process set forth in Section 11.7). If Licensor does not so elect for a Third River Vision is the Initiating Party Infringement with respect to the Compound Patent, upon Roche request, River Vision and Roche shall jointly agree in good faith on the strategy on how to bring suit or Invalidity Allegation take action with respect to such Exclusively Licensed IP within oneCompound Patent, such discussions to be held in good faith, and failure to agree shall not jeopardize timing regarding any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including, without limitation, the Initiating Party’s attorneys’ fees, damages and court costs. If the Initiating Party believes it reasonably necessary, upon written request the other party shall join as a party to the suit or action, but shall be under no obligation to participate, except to the extent that such participation is required as the result of its being a named party to the suit or action. Alternatively, at the Initiating Party’s request, the other party will bring the suit or action in the other party’s name, if the Initiating Party reasonably believes that the Initiating Party does not have standing to bring the suit or action, and in such event, the Initiating Party will still control the suit or action as provided above. At the Initiating Party’s written request, the other party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party except for reimbursement of reasonable out-hundred eighty (180) days after receiving notice from Licensee pursuant to Section 4.1, or Licensor providing notice to Licensee thereof, Licensor shall promptly notify Licensee of-pocket expenses incurred by the other party in writing and rendering such Licensee assistance. The other party shall have the right to bring an Action participate and be represented in any such suit or enter into settlement discussions regarding such Third Party Infringement or Invalidity Allegations action by its own counsel at its sole own expense. The Initiating Party shall not settle, agree to a consent judgment or otherwise voluntarily dispose of the suit or action without the written consent of the other party, which consent shall not be unreasonably withheld or delayed; providedprovided that if River Vision is the Initiating Party, furtherany such consent from Roche is not required if River Vision grants a permitted sub-license under Sections 2.5 and 3. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, that any recovery realized as a result of litigation described in this Section 11.6 (whether by way of settlement or otherwise) will be first allocated to reimbursement of unreimbursed legal fees and expenses incurred by the Initiating Party(ies), then toward reimbursement of any unreimbursed legal fees and expenses of the other party if not an Initiating Party, and then the remainder will be shared between the parties by allocating (i) if Licensor does not bring such an Action or elect [***]% to River Vision and [***] to Roche for those Patents infringed where River Vision is the Initiating Party, (or does not notify Licensee of its election toii) bring such an Action [***]% to Roche and [***] to Roche for a Third Party Infringement or to defend an Invalidity Allegation with respect to such Exclusively Licensed IP by ten (10) Business Days before those Patents infringed where Roche is the deadline for filing the applicable filing or response, such Licensee shall have the right to bring an Action regarding such Third Party Infringement or Invalidity Allegations at its sole expenseInitiating Party, and (iiiii) Licensor shall have no liability if there are Patents infringed for failing to so notify Licensee as provided in this sentence which River Vision is the Initiating Party for one or more of this Section 4.2those Patents and Roche is the Initiating Party for one or more of those Patents, [***]. The Party that elects to bring an Action or enters into settlement discussions in accordance with this Section 4.2 (the “Enforcing Party”) shall control such Action or settlement discussions (as applicable). Notwithstanding the foregoing, if Invalidity Allegations arise in an opposition, interference, reissue proceeding, reexamination or other proceeding before any patent office, the Licensor of the applicable Patent shall have the right to defend such Invalidity Allegations or enter into settlement discussions with respect thereto.***Certain Confidential Information Omitted LICENSE AGREEMENT

Defense and Enforcement. Licensor shall have the sole initial right, but not the obligation, to elect to bring an Action or enter into settlement discussions regarding Third Party Infringements and Invalidity Allegations with respect to any Exclusively Licensed IP licensed by such Licensor at Licensor’s sole expense. If Licensor does not so elect for a Third Party Infringement bring such an action or Invalidity Allegation enter into settlement discussions with respect to such Exclusively Licensed IP within one-hundred eighty (180) days after receiving notice from Licensee pursuant to Section 4.1, or Licensor providing notice to Licensee thereof, Licensor shall promptly notify Licensee in writing and such Licensee shall have the right to bring an Action or enter into settlement discussions regarding such Third Party Infringement or Invalidity Allegations at its sole expense; provided, further, that (i) if Licensor does not bring such an Action or elect to (or does not notify Licensee of its election to) to bring such an Action for a Third Party Infringement or to defend an Invalidity Allegation with respect to such Exclusively Licensed IP by ten twenty (1020) Business Days before the deadline for filing the applicable filing or response, such Licensee shall have the right to bring an Action regarding such Third Party Infringement or Invalidity Allegations at its sole expense, and (ii) Licensor shall have no liability for failing to so notify Licensee as provided in this sentence of this Section 4.2. The Party that elects to bring an Action or enters into settlement discussions in accordance with this Section 4.2 (the “Enforcing Party”) shall control such Action or settlement discussions (as applicable). Notwithstanding the foregoing, if Invalidity Allegations arise in an opposition, interference, reissue proceeding, reexamination or other proceeding before any patent office, the Licensor of the applicable Patent shall have the exclusive right to defend such Invalidity Allegations or enter into settlement discussions with respect thereto.

Defense and Enforcement. Licensor Within a period of [***] days (“Decision Period”) after either party (i) provides or receives such written notice with respect to its Patents and (ii) such notice relates to the (a) Compound and/or Product in the Field or (b) an IGF-1R antibody of a third party in the Field (“Affected Patents”), the party that has the first right to enforce any such Affected Patents as set forth on Schedule 11.6(b) (the “First Party”) that are allegedly infringed, in its sole discretion, shall decide whether or not to initiate a suit or take other appropriate action with respect to any allegedly infringing activities in the Field (including without limitation defending any assertion or challenge) and shall notify the other party in writing of its decision in writing (“Suit Notice”). ***Certain Confidential Information Omitted If the First Party for its Affected Patents are allegedly infringed decides to bring a suit or take action with respect to any allegedly infringing activities in the Field and provides a respective Suit Notice, then such party may immediately commence such suit or take such action. If such party (i) does not in writing advise the other party within the Decision Period that it will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, then the other party shall thereafter have the right to commence suit or take action with respect to any allegedly infringing activities in the Field and shall provide written notice to the party whose Affected Patents are allegedly infringed of any such suit commenced or action taken by the other party. Upon written request, the party bringing suit or taking action (“Initiating Party”) shall keep the other party informed of the status of any such suit or action and shall provide the other party with copies of all substantive documents and communications filed in such suit or action. The Initiating Party shall have the sole initial rightand exclusive right to control any such suit or action, including but not limited to selecting counsel for any such suit or action. If each of the obligation, parties elects to elect to bring be an Action or enter into settlement discussions regarding Third Initiating Party Infringements and Invalidity Allegations with respect to any Exclusively Licensed IP licensed by such Licensor at Licensor’s sole expensethe same allegedly infringing activities within the Field, then the parties shall meet and agree on how to manage the resulting suits and actions (including with respect to the process set forth in Section 11.7). If Licensor does not so elect for a Third River Vision is the Initiating Party Infringement with respect to the Compound Patent, upon Roche request, River Vision and Roche shall jointly agree in good faith on the strategy on how to bring suit or Invalidity Allegation take action with respect to such Exclusively Licensed IP within oneCompound Patent, such discussions to be held in good faith, and failure to agree shall not jeopardize timing regarding any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including, without limitation, the Initiating Party’s attorneys’ fees, damages and court costs. If the Initiating Party believes it reasonably necessary, upon written request the other party shall join as a party to the suit or action, but shall be under no obligation to participate, except to the extent that such participation is required as the result of its being a named party to the suit or action. Alternatively, at the Initiating Party’s request, the other party will bring the suit or action in the other party’s name, if the Initiating Party reasonably believes that the Initiating Party does not have standing to bring the suit or action, and in such event, the Initiating Party will still control the suit or action as provided above. At the Initiating Party’s written request, the other party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party except for reimbursement of reasonable out-hundred eighty (180) days after receiving notice from Licensee pursuant to Section 4.1, or Licensor providing notice to Licensee thereof, Licensor shall promptly notify Licensee of-pocket expenses incurred by the other party in writing and rendering such Licensee assistance. The other party shall have the right to bring an Action participate and be represented in any such suit or enter into settlement discussions regarding such Third Party Infringement or Invalidity Allegations action by its own counsel at its sole own expense. The Initiating Party shall not settle, agree to a consent judgment or otherwise voluntarily dispose of the suit or action without the written consent of the other party, which consent shall not be unreasonably withheld or delayed; providedprovided that if River Vision is the Initiating Party, furtherany such consent from Roche is not required if River Vision grants a permitted sub-license under Sections 2.5 and 3. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, that any recovery realized as a result of litigation described in this Section 11.6 (whether by way of settlement or otherwise) will be first allocated to reimbursement of unreimbursed legal fees and expenses incurred by the Initiating Party(ies), then toward reimbursement of any unreimbursed legal fees and expenses of the other party if not an Initiating Party, and then the remainder will be shared between the parties by allocating (i) if Licensor does not bring such an Action or elect [***]% to River Vision ***Certain Confidential Information Omitted and [***] to Roche for those Affected Patents infringed where River Vision is the Initiating Party, (or does not notify Licensee of its election toii) bring such an Action [***]% to Roche and [***] to Roche for a Third Party Infringement or to defend an Invalidity Allegation with respect to such Exclusively Licensed IP by ten (10) Business Days before those Affected Patents infringed where Roche is the deadline for filing the applicable filing or response, such Licensee shall have the right to bring an Action regarding such Third Party Infringement or Invalidity Allegations at its sole expenseInitiating Party, and (iiiii) Licensor shall have no liability if there are Affected Patents infringed for failing to so notify Licensee as provided in this sentence which River Vision is the Initiating Party for one or more of this Section 4.2. The those Affected Patents and Roche is the Initiating Party that elects to bring an Action for one or enters into settlement discussions in accordance with this Section 4.2 (the “Enforcing Party”) shall control such Action or settlement discussions (as applicable). Notwithstanding the foregoing, if Invalidity Allegations arise in an opposition, interference, reissue proceeding, reexamination or other proceeding before any patent office, the Licensor more of the applicable Patent shall have the right to defend such Invalidity Allegations or enter into settlement discussions with respect theretothose Patents[***].

Defense and Enforcement. Licensor shall have the sole initial right, but not the obligation, to elect to bring an Action or enter into settlement discussions regarding Third Party Infringements and Invalidity Allegations with respect to any Exclusively Licensed IP licensed by such Licensor at Licensor’s sole expense. If Licensor does not so elect for a Third Party Infringement bring such an action or Invalidity Allegation enter into settlement discussions with respect to such Exclusively Licensed IP within one-hundred eighty (180) days after receiving notice from Licensee pursuant to Section 4.1, or Licensor providing notice to Licensee thereof, Licensor shall promptly notify Licensee in writing and such Licensee shall have the right to bring an Action or enter into settlement discussions regarding such Third Party Infringement or Invalidity Allegations at its sole expense; provided, further, that (i) notwithstanding the above, if Licensor does not bring such an Action or elect to (or does not notify Licensee of its election to) to bring such an Action for a Third Party Infringement or to defend an Invalidity Allegation with respect to such Exclusively Licensed IP by ten twenty (1020) Business Days before the deadline for filing the applicable filing or response, such Licensee shall have the right to bring an Action regarding such Third Party Infringement or Invalidity Allegations at its sole expense, and (ii) Licensor shall have no liability for failing to so notify Licensee as provided in this sentence of this Section 4.2. The Party that elects to bring an Action or enters into settlement discussions in accordance with this Section 4.2 (the “Enforcing Party”) shall control such Action or settlement discussions (as applicable). Notwithstanding the foregoing, if Invalidity Allegations arise in an opposition, interference, reissue proceeding, reexamination or other proceeding before any patent office, the Licensor of the applicable Patent shall have the exclusive right to defend such Invalidity Allegations or enter into settlement discussions with respect thereto.

Defense and Enforcement. Licensor shall have (a) The Enforcing Party shall, at its sole cost and expense (i.e., not subject to the sole initial rightcost and profit sharing under the Collaboration as described in the Financial Exhibit, but not the obligation, to elect to bring an Action or enter into settlement discussions regarding Third Party Infringements and Invalidity Allegations with respect subject to any Exclusively Licensed IP licensed agreement of the Parties pursuant to Section 9.2.3(b)), use Commercially Reasonable Efforts to enforce against infringements in the Field by such Licensor at Licensor’s sole expense. If Licensor does not so elect for a Third Party Infringement in any jurisdiction, and to defend, the Patents in the Licensed Technology or Invalidity Allegation with respect Collaboration IP, that are solely owned by such Party or jointly owned by the Parties to such Exclusively Licensed IP within one-hundred eighty the extent (180i) days after receiving notice from Licensee pursuant the infringement (or challenge to Section 4.1the Patent) is having (or is reasonably expected to have) a material adverse impact on the profits, exclusivity, or Licensor providing notice marketing for Collaboration Products under the Collaboration, (ii) the enforcement or defense is reasonably expected to Licensee thereofremedy the issue, Licensor and (iii) the expected benefit of the defense or enforcement reasonably justifies the expected cost. The non-enforcing Party shall promptly notify Licensee provide the Enforcing Party with reasonable assistance and cooperation in writing connection with the Enforcing Party’s efforts to terminate any infringement in the Field, at the non-enforcing Party’s own expense, including joining such actions as a party plaintiff and taking such Licensee other actions as are required to bring, maintain or pursue such action. Without limiting the foregoing, the Enforcing Party shall have the right to bring an Action or enter into join the non-enforcing Party as a party plaintiff. The Enforcing Party shall exclusively control the action and the settlement discussions regarding such Third of the action, provided that it will consider in good faith the feedback and input of the non-enforcing Party. Subject to the control of the Enforcing Party, the non-enforcing Party Infringement or Invalidity Allegations at its sole expense; provided, further, that (i) if Licensor does not bring such an Action or elect to (or does not notify Licensee of its election to) bring such an Action for a Third Party Infringement or to defend an Invalidity Allegation with respect to such Exclusively Licensed IP by ten (10) Business Days before the deadline for filing the applicable filing or response, such Licensee shall have the right to bring participate in any action contemplated in this Section 9.2.3 to terminate an Action regarding such Third Party Infringement or Invalidity Allegations infringement in the Field with its own counsel, at its sole own expense. Any recovery in an action or settlement shall be reduced by the out of pocket costs and expenses of the Enforcing Party incurred in pursuing the action, and (ii) Licensor shall have no liability for failing to so notify Licensee as provided in this sentence of this Section 4.2. The costs and expenses incurred by the non-enforcing Party that elects the Enforcing Party has agreed in writing to bring an Action or enters into settlement discussions in accordance with this reimburse. Except to the extent otherwise agreed pursuant to Section 4.2 (the “Enforcing Party”9.2.3(b) shall control such Action or settlement discussions (as applicable). Notwithstanding the foregoing, if Invalidity Allegations arise in an opposition, interference, reissue proceeding, reexamination or other proceeding before any patent officefor Joint Patents, the Licensor Enforcing Party shall retain one hundred percent (100%) of the applicable Patent shall have remainder of the right to defend such Invalidity Allegations or enter into settlement discussions with respect theretorecovery.