Common use of Enforcement of Patents and Proprietary Rights Clause in Contracts

Enforcement of Patents and Proprietary Rights. (a) To the extent allowable by law, BioNumerik shall have the sole first opportunity to institute and prosecute proceedings or suits ("Suits") for infringement of the BioNumerik Patent Rights and/or patents and proprietary rights regarding the Product(s) in the Territory. BioNumerik shall promptly advise ASTA Medica of any such Suit, and BioNumerik and ASTA Medica shall develop a joint strategy with respect to all such Suits and other third party intellectual property litigation regarding the Product(s) in the Territory ("Other IP Litigation"). ASTA Medica may join as a party to any Suit brought by BioNumerik, and to the extent required to properly bring such litigation, ASTA Medica shall join as a party to any Suit brought by BioNumerik in the Territory. In the event BioNumerik refrains from initiating any Suit, ASTA Medica may bring such Suit on its own, and if BioNumerik is required as a party to properly bring or join such Suit, BioNumerik shall, upon ASTA Medica's request, bring such Suit or join as a party to such Suit. BioNumerik shall have the sole right to decide to accept or reject any settlement offer regarding the Suits or Other IP Litigation, provided that the acceptance of any such settlement that negatively affects ASTA Medica's rights hereunder or the ASTA Medica Patent Rights must be consented to by ASTA Medica, which consent will not be unreasonably withheld. In addition, a response regarding a consent requested by BioNumerik will be provided by ASTA Medica within 5 business days after BioNumerik's request. , If ASTA Medica is bringing any Suit without BioNumerik, then any settlement agreement would have to be approved by both Parties to the extent that it may affect the BioNumerik Patent Rights. The Parties will meet in good faith with any third party licensee of the Product(s) to discuss the possible contribution by such third party to the costs of any Suit.

Enforcement of Patents and Proprietary Rights. (a) To the extent allowable by law, BioNumerik shall have the sole first opportunity to institute and prosecute proceedings or suits ("Suits") for infringement of the BioNumerik Patent Rights and/or patents and proprietary rights regarding the Product(s) in the Territory[**]. BioNumerik shall promptly advise ASTA Medica of any such Suit, and BioNumerik and ASTA Medica shall develop a joint strategy with respect to all such Suits and other third party intellectual property litigation regarding the Product(s) in the Territory ("Other IP Litigation"). ASTA Medica may join as a party to any Suit brought by BioNumerik, and to the extent required to properly bring such litigation, ASTA Medica shall join as a party to any Suit brought by BioNumerik in the Territory. In the event BioNumerik refrains from initiating any Suit, ASTA Medica may bring such Suit on its own, and if BioNumerik is required as a party to properly bring or join such Suit, BioNumerik shall, upon ASTA Medica's request, bring such Suit or join as a party to such Suit. BioNumerik shall have the sole right to decide to accept or reject any settlement offer regarding the Suits or Other IP Litigation, provided that the acceptance of any such settlement that negatively affects ASTA Medica's rights hereunder or the ASTA Medica Patent Rights must be consented to by ASTA Medica, which consent will not be unreasonably withheld. In addition, a response regarding a consent requested by BioNumerik will be provided by ASTA Medica within 5 business days after BioNumerik's request. , If ASTA Medica is bringing any Suit without BioNumerik, then any settlement agreement would have to be approved by both Parties to the extent that it may affect the BioNumerik Patent Rights. The Parties will meet in good faith with any third party licensee of the Product(s) to discuss the possible contribution by such third party to the costs of any Suit.