Common use of Enforcement and Defense Clause in Contracts

Enforcement and Defense. (a) Each Party shall promptly notify the other Party of any infringement or possible infringement by a third party of any rights licensed to Agensys under this Agreement. Further, Ambrx shall give Agensys, and Agensys shall give Ambrx, notice of any infringement of (i) any Ambrx Patent Rights claiming any Ambrx Collaboration Information and Invention or any Joint Collaboration Information and Invention for which Ambrx is the filing party pursuant to Section 7.1, or any misappropriation or misuse of Ambrx Collaboration Information and Inventions, that may come to Ambrx’s or Agensys’ attention. Agensys and Ambrx shall thereafter consult and cooperate fully to determine a course of action, including but not limited to, the commencement of legal action by either or both Agensys and Ambrx, to terminate any infringement of such Ambrx Patent Rights or any misappropriation or misuse of such Ambrx Collaboration Information and Invention, as applicable. However, Ambrx, upon notice to Agensys, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of Ambrx, or to control the defense of any declaratory judgment action relating to such Ambrx Patent Rights or such Ambrx Collaboration Information and Inventions, as applicable, and Agensys, upon notice to Ambrx, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of Agensys, or to control the defense of any declaratory judgment action relating to such Ambrx Patent Rights or such Ambrx Collaboration Information and Inventions, as applicable. To the extent permissible by Applicable Law, the non-controlling Party shall have the right to join and participate in such action. Each Party shall promptly inform the other Party if it elects not to exercise such first right and the other Party shall thereafter have the right to either initiate and prosecute such action or to control the defense of such declaratory judgment action in its name and, if necessary, the name of the first Party. Each Party shall have the right to be represented by counsel of its own choice.

Enforcement and Defense. (a) Each As between the Parties, [***] will have the first right, but not the obligation, to seek to xxxxx any actual or suspected Product Infringement, or to file suit against any Third Party for such Product Infringement. [***] shall promptly notify the other Party of keep [***] informed and consult with [***] with respect to any infringement such action or possible infringement by a third party of any rights licensed to Agensys under this Agreementproceeding. Further, Ambrx shall give Agensys[***] will pay all its costs incurred for such enforcement, and Agensys all recoveries or awards in excess of its costs arising out of such enforcement shall give Ambrxbe deemed to constitute Net Sales subject to royalty payments to [***] under Section 7.3. As between the Parties, notice of [***] will have the right, but not the obligation, to defend against a declaratory judgment action challenging any infringement of (i) any Ambrx Patent Rights claiming within the Licensed Technology that Cover any Ambrx Collaboration Information and Invention Selected Conjugate or Licensed Product. [***] will pay all the costs incurred for such defense. If [***] declines to undertake any Joint Collaboration Information and Invention for which Ambrx is the filing party pursuant action or proceeding to Section 7.1, xxxxx any actual or any misappropriation or misuse of Ambrx Collaboration Information and Inventions, that may come to Ambrx’s or Agensys’ attention. Agensys and Ambrx shall thereafter consult and cooperate fully to determine a course of action, including but not limited to, the commencement of legal action by either or both Agensys and Ambrx, to terminate any suspected infringement of such Ambrx Patent Rights within [***] after receipt or any misappropriation or misuse delivery of such Ambrx Collaboration Information and Inventionnotice under Section 3.8.1, as applicable. Howeverthen upon [***]’s written consent, Ambrxwhich shall not be unreasonably withheld, upon notice to Agensys, [***] shall have the first right to initiate and prosecute commence any such legal action at or proceeding in its own expense name and to control such actions, and shall assume all decisions and costs related thereto, and all recoveries or awards in excess of its costs arising out of such enforcement shall be retained by [***]. Except as otherwise set forth in this Section 3.8.2, each Party will have the sole right to enforce and defend Patent Rights solely owned by such Party, and the Parties will jointly determine which Party shall enforce Patent Rights included in the name Joint Collaboration Technology and the allocation of Ambrxrecoveries and awards from any such enforcement action; provided that if the Parties fail to agree, or to control the defense of any declaratory judgment action relating to such Ambrx Patent Rights or such Ambrx Collaboration Information and Inventions, as applicable, and Agensys, upon notice to Ambrx, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of Agensys, or to control the defense of any declaratory judgment action relating to such Ambrx Patent Rights or such Ambrx Collaboration Information and Inventions, as applicable. To the extent permissible by Applicable Law, the non-controlling each Party shall have the right to join and participate enforce such Patent Rights included in such action. Each Party shall promptly inform the other Party if it elects not to exercise such first right and the other Party shall thereafter have the right to either initiate and prosecute such action or to control the defense of such declaratory judgment action in its name and, if necessary, the name of the first PartyJoint Collaboration Technology. Each Party shall have the right to approve any settlement that would adversely affect any such Licensed Technology or Joint Collaboration Technology, or either Party’s rights under this Agreement, or would result in any liability or admission on behalf of either Party, such approval not to be represented by counsel of its own choiceunreasonably withheld.

Enforcement and Defense. In the event that Northern or Xxxxx becomes aware of a suspected infringement of any Northern Patent Right, or any such Northern Patent Right is challenged in any action or proceeding (a) Each other than any interferences, oppositions, reissue proceedings or reexaminations, which are addressed above), such Party shall promptly notify the other Party promptly, and following such notification, the Parties shall confer. Except as otherwise provided below, Xxxxx shall have the right, but shall not be obligated, to defend any such action or proceeding or bring an infringement action with respect to such infringement at its own expense, in its own name and entirely under its own direction and control, or settle any such action or proceeding by sublicense; provided that, if there exists an issued SC Patent to serve as the basis of the infringement action in connection with such Third Party activities, Xxxxx will limit its enforcement action to such SC Patent if so doing does not materially decrease Xxxxx’x likelihood of success. Prior to initiating an enforcement action that uses a Northern Patent Right other than an SC Patent as the basis for the claim of infringement, Xxxxx shall meet with Northern to discuss ways to manage the potential risk to such Northern Patent Right in connection with such enforcement action, including limiting the number and scope of claims that are asserted in connection with such action. Xxxxx shall use good faith efforts to employ any infringement reasonable measures agreed to by the Parties to manage such potential risk. Northern shall reasonably assist Xxxxx in any action or possible infringement proceeding being defended or prosecuted if so requested, and shall join such action or proceeding if reasonably requested by Xxxxx or required by applicable law at Xxxxx’x expense. After Xxxxx has recovered an amount equal to the cost it incurred in connection with any such action or proceeding, any remaining and received amounts of compensation and/or damages paid by a third party as awarded to Xxxxx due to the above action or proceeding shall be shared [***] percent ([***]%) to Xxxxx and [***] percent ([***]%) to Northern. With respect to infringements arising out of the activities of a Third Party with a compound that is an Other Compound, Northern shall have the right, but shall not be obligated, to defend any rights licensed such action or proceeding or bring an infringement action with respect to Agensys such Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. CONFIDENTIAL EXECUTION COPY LICENSE AGREEMENT infringement at its own expense, in its own name and entirely under its own direction and control, or settle any such action or proceeding by sublicense; provided that, if there exists an issued OC Patent to serve as the basis of the infringement action in connection with such Third Party activities, Northern will limit its enforcement action to such OC Patent if so doing does not materially decrease Northern’s likelihood of success and the roles of the Parties under this AgreementSection 5.3 shall be reversed, solely with respect to such action. FurtherPrior to initiating an enforcement action that uses a Northern Patent Right other than an OC Patent as the basis for the claim of infringement, Ambrx Northern shall give Agensys, and Agensys shall give Ambrx, notice of any infringement of (i) any Ambrx meet with Xxxxx to discuss ways to manage the potential risk to such Northern Patent Rights claiming any Ambrx Collaboration Information and Invention or any Joint Collaboration Information and Invention for which Ambrx is the filing party pursuant to Section 7.1, or any misappropriation or misuse of Ambrx Collaboration Information and Inventions, that may come to Ambrx’s or Agensys’ attention. Agensys and Ambrx shall thereafter consult and cooperate fully to determine a course of Right in connection with such enforcement action, including but not limited to, limiting the commencement number and scope of legal action by either or both Agensys and Ambrx, to terminate any infringement of such Ambrx Patent Rights or any misappropriation or misuse of such Ambrx Collaboration Information and Invention, as applicable. However, Ambrx, upon notice to Agensys, shall have the first right to initiate and prosecute such legal action at its own expense and claims that are asserted in the name of Ambrx, or to control the defense of any declaratory judgment action relating to such Ambrx Patent Rights or such Ambrx Collaboration Information and Inventions, as applicable, and Agensys, upon notice to Ambrx, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of Agensys, or to control the defense of any declaratory judgment action relating to such Ambrx Patent Rights or such Ambrx Collaboration Information and Inventions, as applicable. To the extent permissible by Applicable Law, the non-controlling Party shall have the right to join and participate in connection with such action. Each Party Northern shall promptly inform use good faith efforts to employ any reasonable measures agreed to by the other Party if it elects not Parties to exercise manage such first right and the other Party shall thereafter have the right to either initiate and prosecute such action or to control the defense of such declaratory judgment action in its name and, if necessary, the name of the first Party. Each Party shall have the right to be represented by counsel of its own choicepotential risk.

Enforcement and Defense. (a) 5.5.1 Each Party shall promptly notify give the other Party of any infringement or possible infringement by a third party of any rights licensed to Agensys under this Agreement. Further, Ambrx shall give Agensys, and Agensys shall give Ambrx, notice of any infringement of (i) any Ambrx infringement of Vertex Patent Rights, EIP Background Patent Rights, or RIP Product Patent Rights claiming any Ambrx Collaboration Information and Invention or any Joint Collaboration Information and Invention for which Ambrx is related to Licensed Product within the filing party pursuant to Section 7.1Field, or (ii) any misappropriation or misuse of Ambrx Collaboration Information and InventionsVertex Know-how or RIP Product Know-how related to Licensed Product within the Field, that may come to Ambrxthe first Party’s or Agensys’ attention. Agensys , EIP and Ambrx Vertex shall thereafter consult and cooperate fully to determine a course of action, including but not limited to, to the commencement of legal action by either or both Agensys RIP and AmbrxVertex, to terminate any such infringement of such Ambrx Vertex Patent Rights Rights, EIP Background Patent Rights, or RIP Product Patent Rights, or any such misappropriation or misuse of such Ambrx Collaboration Information and InventionVertex Know-how or EIP Product Know-how, as applicablein the Territory. However, AmbrxVertex, upon notice to AgensysMP, shall have the first right during the Option Period to initiate and prosecute any such legal action at its own expense and in the name of AmbrxVertex and RIP, or to control the defense of any declaratory judgment action action, relating to such Ambrx Vertex Patent Rights Rights, or such Ambrx Collaboration Information and Inventions, as applicable, and AgensysVertex Know-how in the Territory. EIP, upon notice to AmbrxVertex, shall have the first right during the License Term to initiate and prosecute any such legal action at its own expense and in the name of AgensysRIP and Vertex, or to control the defense of any declaratory judgment action action, relating to such Ambrx EIP Background Patent Rights, RIP Product Patent Rights or such Ambrx Collaboration Information and Inventions, as applicableRIP Product Know-how in the Territory. To The costs of any legal action commenced or the extent permissible defense of any declaratory judgment in the Territory shall be borne by Applicable Law, the non-controlling Party shall have commencing the right to join and participate in such legal action. Each Party shall promptly inform the other Party if it elects not to exercise such its first right as described above and the other Party shall thereafter have the right to either initiate and prosecute such action or to control the defense of such declaratory judgment action in its name of and, if necessary, the name of the first Party. Each Party shall have the right to be represented by counsel of its own choicechoice and shall be responsible for paying its own costs.

Enforcement and Defense. (a) Each Party shall party will promptly notify give the other Party party notice upon becoming aware of any instance of infringement or possible infringement by a third party of any rights licensed to Agensys under this AgreementLicensed Patents in the FOU (“Notice of Infringement”). FurtherIf the infringing activity is solely within the FOU and there are no Exclusive Licensees of the infringed Licensed Patents, Ambrx shall give Agensys, and Agensys shall give Ambrx, notice of any infringement of (i) any Ambrx Patent Rights claiming any Ambrx Collaboration Information and Invention or any Joint Collaboration Information and Invention for which Ambrx is the filing party pursuant to Section 7.1, or any misappropriation or misuse of Ambrx Collaboration Information and Inventions, that may come to Ambrx’s or Agensys’ attention. Agensys and Ambrx shall thereafter consult and cooperate fully to determine a course of action, including but not limited to, the commencement of legal action by either or both Agensys and Ambrx, to terminate any infringement of such Ambrx Patent Rights or any misappropriation or misuse of such Ambrx Collaboration Information and Invention, as applicable. However, Ambrx, upon notice to Agensys, Licensee shall have the first right right, at its discretion, but not the obligation, to initiate initiate, direct and prosecute settle any infringement action or validity defense relating to such legal action infringement of the Licensed Patents (“Litigation”), at its own expense and in the name of Ambrx, or to control the defense of any declaratory judgment action relating to such Ambrx Patent Rights or such Ambrx Collaboration Information and Inventions, as applicable, and Agensys, upon notice to Ambrx, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of Agensys, or to control the defense of any declaratory judgment action relating to such Ambrx Patent Rights or such Ambrx Collaboration Information and Inventions, as applicable. To the extent permissible by Applicable Law, the non-controlling Party shall have the right to join and participate in such action. Each Party shall promptly inform the other Party if it elects not to exercise such first right and the other Party shall thereafter have the right to either initiate and prosecute such action or to control the defense of such declaratory judgment action in its name and, if necessary, the name of the first Party. Each Party shall have the right to be represented by counsel of its own choice., and ISF1 shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. IfISF1 does not elect to be represented in such Litigation, Licensee shall reimburse ISF1 for all reasonable and customary costs and expenses incurred by ISF1 in cooperating with any reasonable requests made by Licensee including being joined to the Litigation proceeding. In all other cases of infringement of the Licensed Patents, ISF1 shall have the first right, at its discretion, but not the obligation, to initiate, direct and settle any Litigation, provided that any settlement agreement granting rights under the Licensed Patents within the FOU requires Licensee’s prior written consent (not to be unreasonably withheld, delayed or conditioned by Licensee), and, to the extent such infringement is in the FOU, Licensee shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. All Litigation by either party under this Section 7.5 shall be subject to the following:

Enforcement and Defense. (a) Each Party shall party will promptly notify give the other Party party notice upon becoming aware of any instance of infringement or possible infringement by a third party of any rights licensed to Agensys under this AgreementLicensed Patents in the Exclusive Field of Use (“Notice of Infringement”). FurtherIf the infringing activity is solely within the Exclusive Field of Use and there are no Exclusive Licensees of the infringed Licensed Patents, Ambrx shall give Agensys, and Agensys shall give Ambrx, notice of any infringement of (i) any Ambrx Patent Rights claiming any Ambrx Collaboration Information and Invention or any Joint Collaboration Information and Invention for which Ambrx is the filing party pursuant to Section 7.1, or any misappropriation or misuse of Ambrx Collaboration Information and Inventions, that may come to Ambrx’s or Agensys’ attention. Agensys and Ambrx shall thereafter consult and cooperate fully to determine a course of action, including but not limited to, the commencement of legal action by either or both Agensys and Ambrx, to terminate any infringement of such Ambrx Patent Rights or any misappropriation or misuse of such Ambrx Collaboration Information and Invention, as applicable. However, Ambrx, upon notice to Agensys, Licensee shall have the first right right, at its discretion, but not the obligation, to initiate initiate, direct and prosecute settle any infringement action or validity defense relating to such legal action infringement of the Licensed Patents (“Litigation”), at its own expense and in the name of Ambrx, or to control the defense of any declaratory judgment action relating to such Ambrx Patent Rights or such Ambrx Collaboration Information and Inventions, as applicable, and Agensys, upon notice to Ambrx, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of Agensys, or to control the defense of any declaratory judgment action relating to such Ambrx Patent Rights or such Ambrx Collaboration Information and Inventions, as applicable. To the extent permissible by Applicable Law, the non-controlling Party shall have the right to join and participate in such action. Each Party shall promptly inform the other Party if it elects not to exercise such first right and the other Party shall thereafter have the right to either initiate and prosecute such action or to control the defense of such declaratory judgment action in its name and, if necessary, the name of the first Party. Each Party shall have the right to be represented by counsel of its own choice., and ISF1 shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If ISF1 does not elect to be represented in such Litigation, Licensee shall reimburse ISF1 for all reasonable and customary costs and expenses incurred by ISF1 in cooperating with any reasonable requests made by Licensee including being joined to the Litigation proceeding. In all other cases of infringement of the Licensed Patents, ISF1 shall have the first right, at its discretion, but not the obligation, to initiate, direct and settle any Litigation, provided that any settlement agreement granting rights under the Licensed Patents within the Exclusive Field of Use requires Licensee’s prior written consent (not to be unreasonably withheld, delayed or conditioned by Licensee), and, to the extent such infringement is in the Exclusive Field of Use, Licensee shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. All Litigation by either party under this Section 7.5 shall be subject to the following:

Enforcement and Defense. (a) Each Party shall promptly notify give the other Party of any infringement or possible infringement by a third party of any rights licensed to Agensys under this Agreement. Further, Ambrx shall give Agensys, and Agensys shall give Ambrx, notice of any infringement unauthorized making, using, selling, offering for sale or importing of (i) any Ambrx Patent Rights claiming any Ambrx Collaboration Information and Invention or any Joint Collaboration Information and Invention for which Ambrx is the filing party pursuant to Section 7.1, or any misappropriation or misuse of Ambrx Collaboration Information and Inventions, a Licensed Product that may come to Ambrx’s or Agensys’ attention. Agensys and Ambrx shall thereafter consult and cooperate fully to determine such Party's attention (a course of action, including but not limited to, the commencement of legal action by either or both Agensys and Ambrx, to terminate any infringement of such Ambrx Patent Rights or any misappropriation or misuse of such Ambrx Collaboration Information and Invention, as applicable. However, Ambrx, upon notice to Agensys, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of Ambrx, or to control the defense of any declaratory judgment action relating to such Ambrx Patent Rights or such Ambrx Collaboration Information and Inventions, as applicable, and Agensys, upon notice to Ambrx, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of Agensys, or to control the defense of any declaratory judgment action relating to such Ambrx Patent Rights or such Ambrx Collaboration Information and Inventions, as applicable. To the extent permissible by Applicable Law, the non-controlling Party shall have the right to join and participate in such action. Each Party shall promptly inform the other Party if it elects not to exercise such first right and the other Party shall thereafter have the right to either initiate and prosecute such action or to control the defense of such declaratory judgment action in its name and, if necessary, the name of the first Party"Field Infringement"). Each Party shall have the right to bring suit against such alleged infringer in a Field Infringement, [*], and either Party may [*]; provided, however, that in the event that TKT brings a suit against an alleged infringer as the result of a possible Field Infringement, but in its sole reasonable discretion believes that CELL GENESYS is or may be represented a necessary or indispensable party under the applicable law, CELL GENESYS agrees to become a party in such action, and shall execute all documents and take all steps reasonably necessary to enable TKT to initiate, prosecute and/or maintain such action, or for TKT to defend any declaratory judgment action brought by counsel of the alleged infringer. Each Party shall be entitled in any such action [*] to assert its own choiceclaims for damages and to defend it interests in the Patent Rights. For any infringement of the Patent Rights other than a Field Infringement, CELL GENESYS shall have the sole and exclusive right to bring an action against the infringer. Each Party shall [*] pursuant to an action brought under subclause (a) above. Each Party shall notify the other of any certification regarding any Patent Rights which it has received pursuant to 21 U.S.C. 355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or its successor provisions or the foreign equivalent thereof and shall provide the other with a copy of such certification within five (5) days of receipt. CELL GENESYS's and TKT's rights with respect to the initiation and prosecution of any legal action (or the defense of any such legal action) as a result of such certification or any recovery obtained as a result of such legal action shall be as defined above; provided, however, that if either Party shall exercise its first right to initiate and prosecute any action or to control the defense of any such action, such Party shall notify the other Party of such decision within ten (10) days of receipt of the certification. If any Licensed Product becomes the subject of a Third Party claim, or there is the potential for a claim of patent infringement related to TKT's development, use, sale, offer for sale or import of Licensed Products, TKT shall defend against such claim [*]. CELL GENESYS and TKT shall fully cooperate and provide assistance to each other, [*], with respect to any proceeding related to gene activation patents owned or licensed by a Third Party and asserted, or threatened to be asserted, by such Third Party, including without limitation, [*]. [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Enforcement and Defense. (a) Each Party As soon as practicable, each of Licensor and Licensee shall promptly notify give the other Party of any infringement or possible infringement by a third party of any rights licensed to Agensys under this Agreement. Further, Ambrx shall give Agensys, and Agensys shall give Ambrx, notice of any infringement of (i) any Ambrx infringement of the Patent Rights, (ii) any claim of invalidity, unenforceability, or non-infringement of the Patent Rights claiming any Ambrx Collaboration Information and Invention or any Joint Collaboration Information and Invention for which Ambrx is the filing party pursuant to Section 7.1, or (iii) any misappropriation or misuse of Ambrx Collaboration Information and Inventions, the Know-How that may come to Ambrxsuch party’s or Agensys’ attention. Agensys Licensee and Ambrx Licensor shall thereafter consult and cooperate fully to determine a course of action, including but not limited to, to the commencement of legal action by either or both Agensys Licensee and AmbrxLicensor, to terminate any infringement infringement, or claim of such Ambrx invalidity, unenforceability, or non-infringement, of the Patent Rights or any misappropriation or misuse of such Ambrx Collaboration Information and Invention, as applicablethe Know-How. However, AmbrxLicensor, upon notice to AgensysLicensee, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of AmbrxLicensor and Licensee, or to control the defense of any declaratory judgment action relating to such Ambrx the Patent Rights or such Ambrx Collaboration Information and Inventions, as applicable, and Agensys, upon notice to Ambrx, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of Agensys, or to control the defense of any declaratory judgment action relating to such Ambrx Patent Rights or such Ambrx Collaboration Information and Inventions, as applicableKnow-How. To the extent permissible by Applicable Law, the non-controlling Party shall have the right to join and participate in such action. Each Party Licensor shall promptly inform the other Party Licensee if it elects not to exercise such first right and the other Party Licensee shall thereafter have the right to either initiate and prosecute such action or to control the defense of such declaratory judgment action in its the name of Licensee and, if necessary, Licensor; provided that Licensee shall not admit the name invalidity or fail to defend the validity of any the first PartyPatent Right without Licensor’s prior consent which shall not be unreasonably withheld. Each Party party shall have the right to be represented by counsel of its own choice. In connection with any action, Licensee and Licensor will cooperate fully and will provide each other with any information or assistance that either may reasonably request. Each party shall keep the other informed of developments in any action or proceeding, including, to the extent permissible by law, consultation on and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto.