Common use of Enforcement and Defense of Licensed Patents, Joint Collaboration Patents and Shire Collaboration Patents Clause in Contracts

Enforcement and Defense of Licensed Patents, Joint Collaboration Patents and Shire Collaboration Patents. (i) Shire will have the first right (but not the obligation) to take the appropriate steps to enforce or defend any Patent within the Shire Collaboration Patents. Shire may take steps including the initiation, prosecution and control any suit, proceeding or other legal action by counsel of its own choice. Each of New River and Shire will bear the costs of such enforcement or defense [*]. Notwithstanding the foregoing, New River will have the right, at its own expense, to be represented in any such action by counsel of its own choice. (ii) If, pursuant to Section 11.5.2(b)(i), Shire fails to take the appropriate steps to enforce or defend any Patent within the Shire Collaboration Patents within [*] of the date one Party has provided notice to the other Party pursuant to Section 11.5.2(a) of such infringement or claim, then New River will have the right (but not the obligation), at its own expense, to bring any such suit, action or proceeding by counsel of its own choice and Shire will have the right, at its own expense, to be represented in any such action by counsel of its own choice. (iii) New River will have the first right (but not the obligation) to take the appropriate steps to enforce or defend any Patent within the Licensed Patents. New River may, in any such instance, take steps including the initiation, prosecution and control any suit, proceeding or other legal action by counsel of its own choice. Each of New River and Shire will bear the costs of such enforcement or defense [*]. Notwithstanding the foregoing, Shire will have the right, at its own expense, to be represented in any such action by counsel of its own choice. (iv) If, pursuant to Section 11.5.2(b)(iii), New River fails to take the appropriate steps to enforce or defend any Patent within the Licensed Patents within [*] of the date one Party has provided notice to the other Party pursuant to Section 11.5.2(a) of such infringement or claim, then Shire will have the right (but not the obligation), at its own expense, to bring any such suit, action or proceeding by counsel of its own choice, and New River will have the right, at its own expense, to be represented in any such action by counsel of its own choice. (v) In the case of Joint Collaboration Patents, the Parties will decide whether Shire or New River will have the first right (but not the obligation) to take the appropriate steps to enforce or defend any Patent within the Joint Collaboration Patents. The Party so selected may, in any such instance, take steps including the initiation, prosecution and control any suit, proceeding or other legal action by counsel of its own choice. Each of New River and Shire will bear the costs of such enforcement or defense [*] and the Party that is not so selected will have the right, at its own expense, to be represented in any such action by counsel of its own choice. (vi) If, pursuant to Section 11.5.2(b)(v), the Party selected fails to take the appropriate steps to enforce or defend any Patent within the Joint Collaboration Patents within [*] of the date one Party has provided notice to the other Party pursuant to Section 11.5.2(a) of such infringement or claim, then the other Party will have the right (but not the obligation), at its own expense, to bring any such suit, action or proceeding by counsel of its own choice, and the Party so selected will have the right, at its own expense, to be represented in any such action by counsel of its own choice. (vii) Notwithstanding Sections 11.5.2(b)(i) -(vi), Shire will have the sole discretion whether to [*] and the sole right to [*] which may result [*] for such Third Party. For the avoidance of doubt, New River shall not have the right to [*] which may result in [*] for such Third Party. Any such [*], as may be required by Law.

Enforcement and Defense of Licensed Patents, Joint Collaboration Patents and Shire Collaboration Patents. (i) Shire will have the first right (but not the obligation) to take the appropriate steps to enforce or defend any Patent within the Shire Collaboration Patents. Shire may take steps including the initiation, prosecution and control any suit, proceeding or other legal action by counsel of its own choice. Each of New River and Shire will bear the costs of such enforcement or defense [*]. Notwithstanding the foregoing, New River will have the right, at its own expense, to be represented in any such action by counsel of its own choice. (ii) If, pursuant to Section 11.5.2(b)(i10.5.2(b)(i), Shire fails to take the appropriate steps to enforce or defend any Patent within the Shire Collaboration Patents within [*] days of the date one Party has provided notice to the other Party pursuant to Section 11.5.2(a10.5.2(a) of such infringement or claim, then New River will have the right (but not the obligation), at its own expense, to bring any such suit, action or proceeding by counsel of its own choice and Shire will have the right, at its own expense, to be represented in any such action by counsel of its own choice. (iii) New River will have the first right (but not the obligation) to take the appropriate steps to enforce or defend any Patent within the Licensed Patents. New River may, in any such instance, take steps including the initiation, prosecution and control any suit, proceeding or other legal action by counsel of its own choice. Each of New River and Shire will bear the costs of such enforcement or defense [*]. Notwithstanding the foregoing, Shire will have the right, at its own expense, to be represented in any such action by counsel of its own choice. (iv) If, pursuant to Section 11.5.2(b)(iii10.5.2(b)(iii), New River fails to take the appropriate steps to enforce or defend any Patent within the Licensed Patents within [*] of the date one Party has provided notice to the other Party pursuant to Section 11.5.2(a10.5.2(a) of such infringement or claim, then Shire will have the right (but not the obligation), at its own expense, to bring any such suit, action or proceeding by counsel of its own choice, and New River will have the right, at its own expense, to be represented in any such action by counsel of its own choice. (v) In the case of Joint Collaboration Patents, the Parties will decide whether Shire or New River will have the first right (but not the obligation) to take the appropriate steps to enforce or defend any Patent within the Joint Collaboration Patents. The Party so selected may, in any such instance, take steps including the initiation, prosecution and control any suit, proceeding or other legal action by counsel of its own choice. Each of New River and Shire will bear the costs of such enforcement or defense [*] and the Party that is not so selected will have the right, at its own expense, to be represented in any such action by counsel of its own choice. (vi) If, pursuant to Section 11.5.2(b)(v10.5.2(b)(v), the Party selected fails to take the appropriate steps to enforce or defend any Patent within the Joint Collaboration Patents within [*] of the date one Party has provided notice to the other Party pursuant to Section 11.5.2(a10.5.2(a) of such infringement or claim, then the other Party will have the right (but not the obligation), at its own expense, to bring any such suit, action or proceeding by counsel of its own choice, and the Party so selected will have the right, at its own expense, to be represented in any such action by counsel of its own choice. (vii) Notwithstanding Sections 11.5.2(b)(i) -(vi10.5.2(b)(i)-(vi), Shire will have the sole discretion whether to commence [*] and the sole right to commence [*] which may result in [*] [*] for such Third Party. For the avoidance of doubt, New River shall not have the right to commence [*] [*] which may result in [*] for such Third Party. Any such [*], ] as may be required by Law.

Enforcement and Defense of Licensed Patents, Joint Collaboration Patents and Shire Collaboration Patents. (i) Shire will have the first right (but not the obligation) to take the appropriate steps to enforce or defend any Patent within the Shire Collaboration Patents. Shire may take steps including the initiation, prosecution and control any suit, proceeding or other legal action by counsel of its own choice. Each of New River and Shire will bear the costs of such enforcement or defense [*]. Notwithstanding the foregoing, New River will have the right, at its own expense, to be represented in any such action by counsel of its own choice. (ii) If, pursuant to Section 11.5.2(b)(i10.5.2(b)(i), Shire fails to take the appropriate steps to enforce or defend any Patent within the Shire Collaboration Patents within [*] days of the date one Party has provided notice to the other Party pursuant to Section 11.5.2(a10.5.2(a) of such infringement or claim, then New River will have the right (but not the obligation), at its own expense, to bring any such suit, action or proceeding by counsel of its own choice and Shire will have the right, at its own expense, to be represented in any such action by counsel of its own choice. (iii) New River will have the first right (but not the obligation) to take the appropriate steps to enforce or defend any Patent within the Licensed Patents. New River may, in any such instance, take steps including the initiation, prosecution and control any suit, proceeding or other legal action by counsel of its own choice. Each of New River and Shire will bear the costs of such enforcement or defense [*]. Notwithstanding the foregoing, Shire will have the right, at its own expense, to be represented in any such action by counsel of its own choice. (iv) If, pursuant to Section 11.5.2(b)(iii10.5.2(b)(iii), New River fails to take the appropriate steps to enforce or defend any Patent within the Licensed Patents within [*] of the date one Party has provided notice to the other Party pursuant to Section 11.5.2(a10.5.2(a) of such infringement or claim, then Shire will have the right (but not the obligation), at its own expense, to bring any such suit, action or proceeding by counsel of its own choice, and New River will have the right, at its own expense, to be represented in any such action by counsel of its own choice. (v) In the case of Joint Collaboration Patents, the Parties will decide whether Shire or New River will have the first right (but not the obligation) to take the appropriate steps to enforce or defend any Patent within the Joint Collaboration Patents. The Party so selected may, in any such instance, take steps including the initiation, prosecution and control any suit, proceeding or other legal action by counsel of its own choice. Each of New River and Shire will bear the costs of such enforcement or defense [*] and the Party that is not so selected will have the right, at its own expense, to be represented in any such action by counsel of its own choice. (vi) If, pursuant to Section 11.5.2(b)(v10.5.2(b)(v), the Party selected fails to take the appropriate steps to enforce or defend any Patent within the Joint Collaboration Patents within [*] of the date one Party has provided notice to the other Party pursuant to Section 11.5.2(a10.5.2(a) of such infringement or claim, then the other Party will have the right (but not the obligation), at its own expense, to bring any such suit, action or proceeding by counsel of its own choice, and the Party so selected will have the right, at its own expense, to be represented in any such action by counsel of its own choice. (vii) Notwithstanding Sections 11.5.2(b)(i10.5.2(b)(i) -(vi), Shire will have the sole discretion whether to commence [*] and the sole right to commence [*] which may result in [*] [*] for such Third Party. For the avoidance of doubt, New River shall not have the right to commence [*] [*] which may result in [*] for such Third Party. Any such [*], ] as may be required by Law.