Common use of Enforcement of Licensed Patent Rights Clause in Contracts

Enforcement of Licensed Patent Rights. (a) Except as provided in clause (b) below with respect to In-Licensed Patent Rights, Verastem shall have the first right to enforce the Licensed Patent Rights against any and all actual or suspected infringements in the Field of any Licensed Patent Rights by Third Parties making, using or selling in the Field in the Territory a product that is or may be competitive with the Licensed Product (“Competitive Infringement”). Verastem may enter into settlements, stipulated judgments or other arrangements respecting such infringement, at its own expense. Poniard shall permit any action to be brought in its name if necessary or desirable to bring or maintain such action or to prove damages, and Verastem shall hold Poniard harmless from any costs, expenses or liability arising from such action. Poniard agrees to provide reasonable assistance which Verastem may request in any litigation arising in accordance with the provisions of this Section 5.2.2. In the event Verastem decides not to enforce the Licensed Patent Rights against any such infringement, Verastem shall notify Poniard in writing promptly following such determination and Poniard shall have the right, but not the obligation, to enforce the Licensed Patent Rights against such infringement on its own behalf and at its own expense. (b) Notwithstanding the foregoing, in the event that, pursuant to its agreement with a Third Party licensor related to In-Licensed Patent Rights, Poniard has the right to enforce such In-Licensed Patent Rights against a Competitive Infringement, but is not permitted to delegate such rights to Verastem, Poniard shall, as directed by Verastem and at Verastem’s expense, enforce such In-Licensed Patent Rights (including by initiating a suit or taking other appropriate action as directed by Verastem) against such Competitive Infringement. In the event Verastem decides not to direct Poniard to enforce the Licensed Patent Rights against any such infringement, Verastem shall notify Poniard in writing promptly following such determination and Poniard shall have the right, but not the obligation, to enforce the Licensed Patent Rights against such infringement on its own behalf and at its own expense.

Enforcement of Licensed Patent Rights. (a) Except as provided in clause (b) below with respect 11.2.1 Each Party shall notify the other Party of any infringement known to In-such Party of any Licensed Patent RightsRights by a Third Party and shall provide the other Party with the available evidence, Verastem if any, of such infringement. 11.2.2 Artelo, at its sole expense, shall have the first right to enforce determine the Licensed Patent Rights against any and all actual or suspected infringements in the Field appropriate course of any Licensed Patent Rights by Third Parties making, using or selling in the Field in the Territory a product that is or may be competitive with the Licensed Product (“Competitive Infringement”). Verastem may enter into settlements, stipulated judgments or other arrangements respecting such infringement, at its own expense. Poniard shall permit any action to be brought in its name if necessary or desirable to bring or maintain such action or to prove damages, and Verastem shall hold Poniard harmless from any costs, expenses or liability arising from such action. Poniard agrees to provide reasonable assistance which Verastem may request in any litigation arising in accordance with the provisions of this Section 5.2.2. In the event Verastem decides not to enforce the Licensed Patent Rights against any or otherwise xxxxx such infringement, Verastem to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action and, subject to NEOMED’s written consent, not to be unreasonably withheld, delayed or conditioned, to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the Licensed Patent Rights, and shall notify Poniard endeavor, in writing promptly following such determination and Poniard shall have good faith, that the right, but not the obligation, interests of NEOMED are protected in so doing. NEOMED agrees to cooperate reasonably with Artelo in any action to enforce the Licensed Patent Rights against under this Section 11.2.2, provided that Artelo reimburses NEOMED promptly for any costs and expenses incurred by NEOMED in providing such infringement on its own behalf and at its own expense. (b) Notwithstanding assistance. Without limiting the generality of the foregoing, in the event that, pursuant should Artelo elect to its agreement with a Third Party licensor related to In-bring suit against an infringer of Licensed Patent Rights, Poniard has NEOMED agrees to be joined as party plaintiff in any such suit, if deemed a necessary party, subject to Artelo’s reimbursement of NEOMED’s costs and expenses as set forth above. 11.2.3 If Artelo does not, within [***] of receipt of notice from NEOMED under Section 11.2.1, xxxxx the right to enforce such In-Licensed Patent Rights against a Competitive Infringement, but is not permitted to delegate such rights to Verastem, Poniard shall, as directed by Verastem and at Verastem’s expense, enforce such In-Licensed Patent Rights (including by initiating a infringement or file suit or taking other appropriate action as directed by Verastem) against such Competitive Infringement. In the event Verastem decides not to direct Poniard to enforce the Licensed Patent Rights against any such infringement, Verastem shall notify Poniard in writing promptly following such determination and Poniard NEOMED shall have the right, but right to take whatever action it deems appropriate to enforce the Licensed Patent Rights. The Party controlling any such enforcement action shall not settle the obligation, action or otherwise consent to an adverse judgment in such action that adversely affects the rights or interests of the non-controlling Party without the prior written consent of the other Party. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 11.2.4 All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights against pursuant to this Section 11.2 shall be first used to reimburse each Party for its costs and expenses incurred in connection with such infringement on its own behalf suit pro rata, and at its own expensethe remainder, if any, shall be allocated as follows: (a) for any suit initiated and prosecuted by Artelo, the remainder shall be deemed Net Sales and allocated in accordance with Section 5.2.3, and (b) for any suit initiated and prosecuted by NEOMED, the remainder shall be remitted to NEOMED.

Enforcement of Licensed Patent Rights. (a) Except as provided in clause (b) below with respect 11.2.1 Each Party shall notify the other Party of any infringement known to In-such Party of any Licensed Patent RightsRights by a Third Party and shall provide the other Party with the available evidence, Verastem if any, of such infringement. 11.2.2 Artelo, at its sole expense, shall have the first right to enforce determine the Licensed Patent Rights against any and all actual or suspected infringements in the Field appropriate course of any Licensed Patent Rights by Third Parties making, using or selling in the Field in the Territory a product that is or may be competitive with the Licensed Product (“Competitive Infringement”). Verastem may enter into settlements, stipulated judgments or other arrangements respecting such infringement, at its own expense. Poniard shall permit any action to be brought in its name if necessary or desirable to bring or maintain such action or to prove damages, and Verastem shall hold Poniard harmless from any costs, expenses or liability arising from such action. Poniard agrees to provide reasonable assistance which Verastem may request in any litigation arising in accordance with the provisions of this Section 5.2.2. In the event Verastem decides not to enforce the Licensed Patent Rights against any or otherwise xxxxx such infringement, Verastem to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action and, subject to NEOMED’s written consent, not to be unreasonably withheld, delayed or conditioned, to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the Licensed Patent Rights, and shall notify Poniard endeavor, in writing promptly following such determination and Poniard shall have good faith, that the right, but not the obligation, interests of NEOMED are protected in so doing. NEOMED agrees to cooperate reasonably with Artelo in any action to enforce the Licensed Patent Rights against under this Section 11.2.2, provided that Artelo reimburses NEOMED promptly for any costs and expenses incurred by NEOMED in providing such infringement on its own behalf and at its own expense. (b) Notwithstanding assistance. Without limiting the generality of the foregoing, in the event that, pursuant should Artelo elect to its agreement with a Third Party licensor related to In-bring suit against an infringer of Licensed Patent Rights, Poniard has NEOMED agrees to be joined as party plaintiff in any such suit, if deemed a necessary party, subject to Artelo’s reimbursement of NEOMED’s costs and expenses as set forth above. 11.2.3 If Artelo does not, within [***] of receipt of notice from NEOMED under Section 11.2.1 , xxxxx the right to enforce such In-Licensed Patent Rights against a Competitive Infringement, but is not permitted to delegate such rights to Verastem, Poniard shall, as directed by Verastem and at Verastem’s expense, enforce such In-Licensed Patent Rights (including by initiating a infringement or file suit or taking other appropriate action as directed by Verastem) against such Competitive Infringement. In the event Verastem decides not to direct Poniard to enforce the Licensed Patent Rights against any such infringement, Verastem shall notify Poniard in writing promptly following such determination and Poniard NEOMED shall have the right, but right to take whatever action it deems appropriate to enforce the Licensed Patent Rights. The Party controlling any such enforcement action shall not settle the obligation, action or otherwise consent to an adverse judgment in such action that adversely affects the rights or interests of the non-controlling Party without the prior written consent of the other Party. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 11.2.4 All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights against pursuant to this Section 11.2 shall be first used to reimburse each Party for its costs and expenses incurred in connection with such infringement on its own behalf suit pro rata, and at its own expensethe remainder, if any, shall be allocated as follows: (a) for any suit initiated and prosecuted by Artelo, the remainder shall be deemed Net Sales and allocated in accordance with Section 5.2.3, and (b) for any suit initiated and prosecuted by NEOMED, the remainder shall be remitted to NEOMED.