Common use of Enforcement of Patents Clause in Contracts

Enforcement of Patents. As between the Parties, Mereo shall have the first right, but not the obligation, to prosecute any Infringement with respect to the Option Patents, including as a defense or counterclaim in connection with any Third Party Infringement Claim, [***], using counsel of Mereo’s choice. If, prior to the Option Exercise Date, Mereo declines to prosecute any Infringement with respect to an Option Patent, AstraZeneca may prosecute such infringement [***]. For purposes of this Section 9.3.2, the Party prosecuting any Infringement pursuant to the foregoing sentences with respect to a Patent shall be the “Enforcing Party.” In the event AstraZeneca prosecutes any such Infringement in the Field in the Territory, Mereo shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel [***]; provided that AstraZeneca shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Mereo prosecutes any such Infringement in the Field in the Territory, AstraZeneca shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel [***]; provided that Mereo shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If Mereo exercises the Option, AstraZeneca shall have no right to prosecute any Infringement relating to the Option Patents from and including the relevant Option Exercise Date.

Enforcement of Patents. As between the Parties, Mereo (i) Licensee shall have the first right, but not the obligation, to prosecute any Infringement with respect to the Option AstraZeneca Patents, including as a defense defence or counterclaim in connection with any Third Party Infringement Claim, [***]at Licensee’s sole cost and expense, using counsel of MereoLicensee’s choice. If, prior to the Option Exercise Date, Mereo If Licensee declines to prosecute any Infringement with respect to an Option the AstraZeneca Patent, AstraZeneca may prosecute such infringement [***]at its own cost and expense. For purposes of this Section 9.3.25.3, the Party prosecuting any Infringement pursuant to the foregoing sentences with respect to a Patent shall be the “Enforcing Party.” In the event AstraZeneca prosecutes any such Infringement in the Field in the Territory, Mereo Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel [***]at its sole cost and expense; provided that AstraZeneca shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense defence or defense defence of any counterclaim raised in connection therewith. In the event Mereo Licensee prosecutes any such Infringement in the Field in the Territory, AstraZeneca shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel [***]at its sole cost and expense; provided that Mereo Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense defence or defense defence of any counterclaim raised in connection therewith. If Mereo exercises the Option, AstraZeneca shall have no right to prosecute any Infringement relating to the Option Patents from and including the relevant Option Exercise Date.

Enforcement of Patents. As between the Parties, Mereo (i) Licensee shall have the first right, but not the obligation, to prosecute any Infringement with respect to the Option AstraZeneca Patents, including as a defense defence or counterclaim in connection with any Third Party Infringement Claim, [***]at Licensee’s sole cost and expense, using counsel of MereoLicensee’s choice. If, prior to the Option Exercise Date, Mereo If Licensee declines to prosecute any Infringement with respect to an Option the AstraZeneca Patent, AstraZeneca may prosecute such infringement [***]at its own cost and expense. For purposes of this Section 9.3.25.3, the Party prosecuting any Infringement pursuant to the foregoing sentences with respect to a Patent shall be the “"Enforcing Party.” " In the event AstraZeneca prosecutes any such Infringement in the Field in the Territory, Mereo Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel [***]at its sole cost and expense; provided that AstraZeneca shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense defence or defense defence of any counterclaim raised in connection therewith. In the event Mereo Licensee prosecutes any such Infringement in the Field in the Territory, AstraZeneca shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel [***]at its sole cost and expense; provided that Mereo Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense defence or defense defence of any counterclaim raised in connection therewith. If Mereo exercises the Option, AstraZeneca shall have no right to prosecute any Infringement relating to the Option Patents from and including the relevant Option Exercise Date.