Common use of During the Option Period Clause in Contracts

During the Option Period. During the Option Period: (i) Scholar Rock shall have the sole and exclusive right to bring an action or proceeding to xxxxx any infringement of the Scholar Rock Core Patents. (ii) As between the Parties, Scholar Rock shall have the first right, but not the obligation, to bring an action or proceeding to xxxxx any infringement of the Collaboration Patents. Scholar Rock agrees to notify JBI of its intention to bring an action or proceeding and to consult with JBI to determine the best course of action and take JBI’s position into due consideration and to keep JBI informed of material developments in the prosecution or settlement of such action or proceeding. Scholar Rock shall be responsible for all costs and expenses of any action or proceeding to xxxxx any such infringement that Scholar Rock initiates and maintains. JBI shall cooperate fully as may be reasonably requested by Scholar Rock, upon reasonable notice, by joining as a party plaintiff if required to do so by Law to maintain such action or proceeding to collect for Scholar Rock’s sole and exclusive benefit any and all damages, profits and awards of any nature recoverable for such infringement (except to the extent such are specifically allocated to JBI based on damages suffered by JBI and not by Scholar Rock), by executing and making available such documents as Scholar Rock may reasonably request, and by performing all other acts which are or may become reasonably necessary to vest in Scholar Rock the right to institute any such action or proceeding, including, without limitation, by using commercially reasonable efforts to obtain any necessary joinder and/or cooperation in any such action or proceeding from any applicable Third Parties. Scholar Rock shall not enter into any settlement or transaction agreement with a Third Party that reduces the scope of or admits invalidity or unenforceability of any Collaboration Patent claims that will cause material harm to JBI, without the prior written consent of JBI, which shall not be unreasonably withheld or delayed. Scholar Rock shall incur no liability to JBI as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any Collaboration Patent invalid or unenforceable. JBI may be represented by counsel of its choice in any such action or proceeding, at JBI’s expense, acting in an advisory but not controlling capacity. (iii) If Scholar Rock fails to elect or elects not to exercise such first right within ninety (90) days of evidence of an actual Competitive Infringement of the Collaboration Patents, JBI shall have the right, at its discretion, to institute and prosecute an action or proceeding to xxxxx such Competitive Infringement of the Collaboration Patents and to resolve such matter by settlement or otherwise. JBI shall keep Scholar Rock informed of all developments in the prosecution or settlement of such action or proceeding. JBI shall be responsible for all costs and expenses of any action or proceeding to xxxxx any Competitive Infringement of the Collaboration Patents that JBI initiates. Scholar Rock shall cooperate fully as may be reasonably requested by JBI, upon reasonable notice, by joining as a party plaintiff if required to do so by Law to maintain such action or proceeding to collect for JBI’s sole and exclusive benefit any and all damages, profits and awards of any nature recoverable for such Competitive Infringement, by executing and making available such documents as JBI may reasonably request, and by performing all other acts which are or may become reasonably necessary to vest in JBI the right to institute any such action or proceeding including, without limitation, by using commercially reasonable efforts to obtain any necessary joinder and/or cooperation in any such action or proceeding from any applicable Third Parties. JBI shall incur no liability to Scholar Rock as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any Collaboration Patent invalid or unenforceable. Scholar Rock may be represented by counsel in any such action or proceeding at its own expense, acting in an advisory but not controlling capacity. JBI shall not enter into any settlement or transaction agreement with a Third Party that could have a material adverse impact upon Scholar Rock or its rights, or ability to perform its obligations, under this Agreement, without the prior written consent of Scholar Rock, which shall not be unreasonably withheld or delayed. (iv) If the Parties obtain any damages, license fees, royalties or other compensation (including, but not limited to, any amount received in settlement of such litigation) from a Third Party in connection with a suit brought by a Party pursuant to Section 11.6.1(a), such amounts shall be allocated as follows: (A) in all cases to reimburse each Party for all expenses of such litigation, including, but not limited to, reasonable attorneys’ fees and disbursements, court costs and other litigation expenses; (B) in the case of a suit brought by JBI under Section 11.6.1(a), but except to the extent such are specifically allocated to Scholar Rock based on damages suffered by Scholar Rock and not by JBI, in which case they shall be retained by Scholar Rock, the balance shall be retained by JBI, and (C) in the case of a suit brought by Scholar Rock under Section 11.6.1(a), the balance shall be retained by Scholar Rock.

During the Option Period. During the Option Period: (i) , Scholar Rock shall be solely responsible for and have sole control over the sole preparation, filing, prosecution and exclusive right to bring an action or proceeding to xxxxx any infringement maintenance of the Scholar Rock Core Patents. (ii) As between Patents using counsel of its choice. During the Option Period, the Parties shall have joint responsibility and control over the preparation, filing, prosecution and maintenance of the Collaboration Patents using counsel mutually agreeable to the Parties, provided that Scholar Rock shall have be the first rightParty communicating with the United States Patent & Trademark Office and foreign patent offices. The Scholar Rock Core Patents which are Controlled by Scholar Rock pursuant to an In-License Agreement shall be prosecuted and maintained in accordance with the terms and conditions of the applicable In-License Agreement. All Third Party costs and expenses incurred in connection with the preparation, but not the obligationfiling, to bring an action or proceeding to xxxxx any infringement prosecution and maintenance (a) of the Collaboration Patents. Patents shall be shared equally by Scholar Rock agrees to notify JBI and JBI, and (b) of its intention to bring an action or proceeding and to consult with JBI to determine the best course of action and take JBI’s position into due consideration and to keep JBI informed of material developments in the prosecution or settlement of such action or proceedingScholar Rock Core Patents shall be borne solely by Scholar Rock. Scholar Rock shall submit, or shall cause to be responsible submitted, to JBI an invoice no more than once per calendar quarter for all such Third Party costs and expenses of any action or proceeding relating to xxxxx any such infringement that Scholar Rock initiates the Collaboration Patents to be reimbursed by JBI, and maintains. JBI shall cooperate fully as may pay such invoice within [***] days after receiving it. Both Parties shall be reasonably requested by Scholar Rock, upon reasonable notice, by joining as a party plaintiff if required to do so by Law to maintain such action or proceeding to collect for Scholar Rock’s sole and exclusive benefit any and informed of all damages, profits and awards of any nature recoverable for such infringement (except matters relating to the extent such are specifically allocated preparation, filing, prosecution and maintenance of the Collaboration Patents and each Party shall reasonably consider and accept those reasonable comments of the other Party relating to JBI based on damages suffered by JBI patent prosecution and not by Scholar Rock)maintenance decisions. In the event of a bona fide dispute regarding preparation, by executing and making available such documents as Scholar Rock may reasonably requestfiling, and by performing all other acts which are or may become reasonably necessary to vest in Scholar Rock the right to institute any such action or proceeding, including, without limitation, by using commercially reasonable efforts to obtain any necessary joinder prosecution and/or cooperation in any such action or proceeding from any applicable Third Parties. Scholar Rock shall not enter into any settlement or transaction agreement with a Third Party that reduces the scope of or admits invalidity or unenforceability of any Collaboration Patent claims that will cause material harm to JBI, without the prior written consent of JBI, which shall not be unreasonably withheld or delayed. Scholar Rock shall incur no liability to JBI as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any Collaboration Patent invalid or unenforceable. JBI may be represented by counsel of its choice in any such action or proceeding, at JBI’s expense, acting in an advisory but not controlling capacity. (iii) If Scholar Rock fails to elect or elects not to exercise such first right within ninety (90) days of evidence of an actual Competitive Infringement maintenance of the Collaboration Patents, JBI shall have the right, at its discretion, to institute and prosecute an action or proceeding to xxxxx such Competitive Infringement of the Collaboration Patents and to resolve such matter by settlement or otherwise. JBI shall keep Scholar Rock informed of all developments in the prosecution or settlement of such action or proceeding. JBI dispute shall be responsible for all costs and expenses of any action or proceeding submitted to xxxxx any Competitive Infringement of the Collaboration Patents that JBI initiates. Scholar Rock shall cooperate fully as may be reasonably requested procedure in Section 15.1.2 and, if the dispute is not resolved by JBIsuch procedure, upon reasonable notice, by joining as a party plaintiff if required to do so by Law to maintain such action or proceeding to collect for JBI’s sole and exclusive benefit any and all damages, profits and awards of any nature recoverable for such Competitive Infringement, by executing and making available such documents as JBI may reasonably request, and by performing all other acts which are or may become reasonably necessary to vest in JBI the right to institute any such action or proceeding including, without limitation, by using commercially reasonable efforts to obtain any necessary joinder and/or cooperation in any such action or proceeding from any applicable Third Parties. JBI shall incur no liability to Scholar Rock as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any Collaboration Patent invalid or unenforceable. Scholar Rock may be represented by counsel control the decision in any dispute, provided that such action or proceeding at its own expense, acting in an advisory but not controlling capacity. JBI decision shall not enter into any settlement or transaction agreement with a Third Party that could have a cause material adverse impact upon Scholar Rock or harm to JBI in the exercise of its rights, or ability to perform its obligations, rights under this Agreement, without the prior written consent of Scholar Rock, which shall not be unreasonably withheld or delayed. (iv) If the Parties obtain any damages, license fees, royalties or other compensation (including, but not limited to, any amount received in settlement of such litigation) from a Third Party in connection with a suit brought by a Party pursuant to Section 11.6.1(a), such amounts shall be allocated as follows: (A) in all cases to reimburse each Party for all expenses of such litigation, including, but not limited to, reasonable attorneys’ fees and disbursements, court costs and other litigation expenses; (B) in the case of a suit brought by JBI under Section 11.6.1(a), but except to the extent such are specifically allocated to Scholar Rock based on damages suffered by Scholar Rock and not by JBI, in which case they shall be retained by Scholar Rock, the balance shall be retained by JBI, and (C) in the case of a suit brought by Scholar Rock under Section 11.6.1(a), the balance shall be retained by Scholar Rock.