Common use of Enforcement of ABX Patent Rights Clause in Contracts

Enforcement of ABX Patent Rights. (a) If either party learns that a third party is infringing or allegedly infringing any ABX Patent Rights, it shall promptly notify the other party thereof, including available evidence of infringement. As between GNE, its Sublicensees and ABX, ABX shall have the exclusive right at its expense, and in its discretion, to bring an enforcement proceeding, or defend any declaratory judgment action, involving any ABX Patent Rights. ABX shall keep GNE reasonably informed of the progress of such claim, suit or proceeding involving enforcement or defense of any ABX Patent Rights. To the extent such action involves claims directly concerning any Antibody or Product, GNE shall have the right to join such proceeding at any time at its own expense, but GNE shall not admit the invalidity or unenforceability of any ABX Patent Rights without ABX's prior written consent. (b) Notwithstanding the foregoing, if ABX notifies GNE that it does not desire to pursue an enforcement action or defend a declaratory judgment action hereunder with respect to any infringement of any patent rights described in Section 6.1.1 or other patent rights [*] by [*] 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. the parties as set forth in Section 6.1.2, then to the extent such action involves or affects any Antibody or Product, GNE may at its expense bring or defend such action with respect to such patent rights (and no other patent rights in the ABX Patent Rights) in consultation with ABX, and in such event ABX agrees to join as party plaintiff at GNE's expense if necessary to prosecute the action and agrees to give GNE reasonable assistance and authority to file and prosecute the suit (but neither party shall be required to transfer title to any property to confer standing on a party hereunder). In connection with any such action by GNE hereunder. GNE shall not admit the invalidity or unenforceability of any ABX Patent Rights without ABX's prior written consent. (c) Any recovery as a result of any such claim, suit or proceeding hereunder shall be first used to reimburse the costs and expenses (including reasonable attorneys' fees) of the party or parties in the action, second used to reimburse ABX for any amounts ABX is obligated to pay to third parties in respect of such amount pursuant to applicable ABX In-Licenses and GNE's and its Sublicensees' lost sales of Products within the Field because of the infringement, with the remainder for the account of the party or parties that undertake such actions to the extent of their financial participation therein. To the extent that damages are awarded for lost sales or lost profits from the sale of Products, such damages shall be allocated among the parties taking into account royalties that would have been payable to ABX on the sale of such Products.

Enforcement of ABX Patent Rights. (a) 6.7.1 If either party learns that a third party is infringing or allegedly infringing any ABX Patent RightsRights with regard to any Product, it shall promptly notify the other party thereof, including available evidence of infringement. As between GNE, its Sublicensees and ABX, ABX shall have the exclusive right at its expense, and in its discretion, to bring an enforcement proceeding, or defend any declaratory judgment action, involving any ABX Patent Rights. ABX shall keep GNE reasonably informed of the progress of such claim, suit or proceeding involving enforcement or defense of any ABX Patent Rights. To the extent such action with respect to the ABX Patent Rights involves claims directly concerning any Antibody or Product, GNE shall have the right to join such proceeding at any time at its own expense, but GNE shall not admit the invalidity or unenforceability of any ABX Patent Rights without ABX's prior written consent. (b) 6.7.2 Notwithstanding the foregoing, if ABX notifies GNE that it does not desire to pursue an enforcement action or defend a declaratory judgment action hereunder with respect to any infringement of any patent rights described in Section 6.1.1 or other patent rights [*] by [*] 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. the parties as set forth in Section 6.1.2Sections 6.1 through 6.4, then to the extent such action involves or affects any Antibody or Product, GNE may at its expense bring or defend such action with respect to such patent rights (and no other patent rights in the ABX Patent Rights) in consultation with ABX, and in such event ABX agrees to join as party plaintiff at GNE's expense if necessary to prosecute the action and agrees to give GNE reasonable assistance and authority to file and prosecute the suit (but neither party shall be required to transfer title to any property to confer standing on a party hereunder). In connection with any such action by GNE hereunder. GNE shall not admit the invalidity or unenforceability of any ABX Patent Rights without ABX's prior written consent. (c) 6.7.3 Any recovery as a result of any such claim, suit or proceeding hereunder shall be first used to reimburse the costs and expenses (including reasonable attorneys' fees) of the party or parties in the action, second used second, to reimburse ABX for any amounts ABX is obligated to pay to third parties in respect of such amount pursuant to applicable ABX In-Licenses and Licenses, third to reimburse GNE's and its Sublicensees' lost sales of Products within the Field because of the infringement, with the remainder for the account of the party or parties that undertake such actions to the extent of their financial participation therein. To the extent that damages are awarded for lost sales or lost profits from the sale of Products, such damages shall be allocated among the parties taking into account royalties that would have been payable to ABX on the sale of such Products.