Common use of Enforcement Procedures Clause in Contracts

Enforcement Procedures. Prior to exercising a right to block a Party with a second enforcement right from initiating an enforcement action for bona fide strategic reasons under this Section 11.4, the blocking Party shall consider the best interests of the applicable Licensed Product, and the blocking Party shall explain its reasons for any decision to abandon to the Joint Patent Committee. Each Party shall fully cooperate with the other Party in any action under this Section 11.4 at the initiating Party’s expense, and shall join in such action as a party at the initiating Party’s request and expense in the event that an adverse party asserts, the court rules or other Applicable Laws provide, or the initiating Party determines in good faith, that a court would lack jurisdiction based on the non-initiating Party’s absence as a party in such suit, but control of such action shall remain with the initiating Party. In these instances, the Party initiating the infringement suit shall indemnify the non-initiating Party against any order for costs that may be made against the non-initiating Party in such proceedings. The initiating Party will keep the non-initiating Party reasonably informed of the status of the infringement suit. Except as otherwise provided in this Section 11.4, all monies recovered upon the final judgment or settlement of any such suit to enforce any Patent Rights shall be allocated (i) first to the initiating Party to the extent necessary to compensate it for its expenses in its enforcement, (ii) second to the non-initiating Party to the extent necessary to compensate it for its expenses in cooperating with the initiating Party in its enforcement, (iii) third, any remainder attributable to [***], and (iv) fourth, any remainder thereafter shall be [***]; provided, that to the extent that any amount allocated to Licensee under clause [***]; provided, further, that for purposes of determining whether [***], any such recovery shall be allocated (a) [***] and (b) [***]. The Parties may consult with one another on all material aspects of any action under this Section 11.4. Neither Party shall settle any claims or suits involving rights of another Party (or rights of such Party to the extent they are licensed to such other Party) without obtaining the prior written consent of such other Party, which consent shall not be unreasonably withheld.

Enforcement Procedures. Prior Subject to exercising a right to block a Party with a second enforcement right from initiating an enforcement action for bona fide strategic reasons under this Section 11.4the following provisions, the blocking Parties jointly shall engage counsel, which counsel shall be reasonably agreed in good faith by the Parties, to bring and maintain any action or proceeding with respect to infringement of any Arena Patent or Program Patent by a Third Party in the Territory (a “Field Infringement”). The Parties shall consider the best interests of the applicable Licensed Productcooperate and consult fully with each other in strategizing, preparing, presenting and conducting any such action or proceeding, and the blocking Party Parties shall explain its reasons for seek in good faith to agree on all matters regarding such action or proceeding with Eisai having the final decision (regardless of whether or not Eisai is a party to such action or proceeding) in case such agreement cannot be reached within an appropriate time period (recognizing that certain decisions with respect to strategizing, preparing, presenting and conducting any decision to abandon such action or proceeding may be time sensitive) (subject to the Joint Patent Committeeother provisions of this Section 9.3(b)); provided, that Eisai shall fully consider and seek to accommodate Arena’s global intellectual property litigation positions in all such decisions that may impact such global positions (and Eisai shall fully take into account Arena’s interests with respect to the Compounds, the Related Compounds, the Products and other Compound Products and Related Products outside the Territory, including its intellectual property with respect thereto, and the impact outside the Territory of all its final decisions in, and conduct of, such actions or proceedings, and Eisai shall not unreasonably reject or unreasonably act contrary to Arena’s advice and suggestions with respect thereto). Each Party shall cooperate fully cooperate with the other Party in any action under this Section 11.4 at with respect to such actions or proceedings, including being joined as a party plaintiff or joining the initiating Party’s expense, and shall join other Party as a party plaintiff in such action or proceeding and providing access to relevant documents and other evidence and making its employees available at reasonable business hours. The Parties shall share all out-of-pocket costs and expenses of conducting any such action or proceeding, with Eisai paying […***…]%, and Arena paying […***…]%, of such costs and expenses. Any monetary recovery resulting from such actions or proceedings will be allocated as a party at the initiating Party’s request follows: each of Eisai and expense in the event that an adverse party assertsArena first will be reimbursed, the court rules out of such recovery, for its reasonable and verifiable costs and expenses with respect to such action or other Applicable Laws provide, or the initiating Party determines in good faith, that a court would lack jurisdiction proceeding (such reimbursement to be pro-rata based on the non-initiating Party’s absence as a party in such suit, but control of such action shall remain Parties’ relative costs and expenses if the recovery is not sufficient to reimburse both Parties fully) with the initiating Party. In these instances, the Party initiating the infringement suit shall indemnify the non-initiating Party against any order for costs that may be made against the non-initiating Party in such proceedings. The initiating Party will keep the non-initiating Party reasonably informed of the status of the infringement suit. Except as otherwise provided in this Section 11.4, all monies recovered upon the final judgment or settlement of any such suit to enforce any Patent Rights shall be allocated (i) first to the initiating Party to the extent necessary to compensate it for its expenses in its enforcement, (ii) second to the non-initiating Party to the extent necessary to compensate it for its expenses in cooperating with the initiating Party in its enforcement, (iii) third, any remainder attributable to being shared by the Parties with Eisai being paid […***…], % of such net recovery and (iv) fourth, any remainder thereafter shall be Arena being paid […***…]; provided, that to the extent that any amount allocated to Licensee under clause [***]; provided, further, that for purposes of determining whether [***], any such recovery shall be allocated (a) [***] and (b) [***]. The Parties may consult with one another on all material aspects of any action under this Section 11.4. Neither Party shall settle any claims or suits involving rights of another Party (or rights % of such Party to the extent they are licensed to such other Party) without obtaining the prior written consent of such other Party, which consent shall not be unreasonably withheldnet recovery.

Enforcement Procedures. Prior Subject to exercising a right to block a Party with a second enforcement right from initiating an enforcement action for bona fide strategic reasons under this Section 11.4the following provisions, the blocking Parties jointly shall engage counsel, which counsel shall be reasonably agreed in good faith by the Parties, to bring and maintain any action or proceeding with respect to infringement of any Arena Patent or Program Patent by a Third Party in the Territory (a “Field Infringement”). The Parties shall consider the best interests of the applicable Licensed Productcooperate and consult fully with each other in strategizing, preparing, presenting and conducting any such action or proceeding, and the blocking Party Parties shall explain its reasons for seek in good faith to agree on all matters regarding such action or proceeding with Eisai having the final decision (regardless of whether or not Eisai is a party to such action or proceeding) in case such agreement cannot be reached within an appropriate time period (recognizing that certain decisions with respect to strategizing, preparing, presenting and conducting any decision to abandon such action or proceeding may be time sensitive) (subject to the Joint Patent Committeeother provisions of this Section 9.3(b)); provided, that Eisai shall fully consider and seek to accommodate Arena’s global intellectual property litigation positions in all such decisions that may impact such global positions (and Eisai shall fully take into account Arena’s interests with respect to the Compounds, the Related Compounds, the Products and other Compound Products and Related Products outside the Territory, including its intellectual property with respect thereto, and the impact outside the Territory of all its final decisions in, and conduct of, such actions or proceedings, and Eisai shall not unreasonably reject or unreasonably act contrary to Arena’s advice and suggestions with respect thereto). Each Party shall cooperate fully cooperate with the other Party in any action under this Section 11.4 at with respect to such actions or proceedings, including being joined as a party plaintiff or joining the initiating Party’s expense, and shall join other Party as a party plaintiff in such action or proceeding and providing access to relevant documents and other evidence and making its employees available at reasonable business hours. The Parties shall share all out-of-pocket costs and expenses of conducting any such action or proceeding, with Eisai paying [...***...]%, and Arena paying [...***...]%, of such costs and expenses. Any monetary recovery resulting from such actions or proceedings will be allocated as a party at the initiating Party’s request follows: each of Eisai and expense in the event that an adverse party assertsArena first will be reimbursed, the court rules out of such recovery, 108 ***Confidential Treatment Requested for its reasonable and verifiable costs and expenses with respect to such action or other Applicable Laws provide, or the initiating Party determines in good faith, that a court would lack jurisdiction proceeding (such reimbursement to be pro-rata based on the non-initiating Party’s absence as a party in such suit, but control of such action shall remain Parties’ relative costs and expenses if the recovery is not sufficient to reimburse both Parties fully) with the initiating Party. In these instances, the Party initiating the infringement suit shall indemnify the non-initiating Party against any order for costs that may be made against the non-initiating Party in such proceedings. The initiating Party will keep the non-initiating Party reasonably informed of the status of the infringement suit. Except as otherwise provided in this Section 11.4, all monies recovered upon the final judgment or settlement of any such suit to enforce any Patent Rights shall be allocated (i) first to the initiating Party to the extent necessary to compensate it for its expenses in its enforcement, (ii) second to the non-initiating Party to the extent necessary to compensate it for its expenses in cooperating with the initiating Party in its enforcement, (iii) third, any remainder attributable to being shared by the Parties with Eisai being paid [...***...], % of such net recovery and (iv) fourth, any remainder thereafter shall be Arena being paid [...***...]; provided, that to the extent that any amount allocated to Licensee under clause [***]; provided, further, that for purposes of determining whether [***], any such recovery shall be allocated (a) [***] and (b) [***]. The Parties may consult with one another on all material aspects of any action under this Section 11.4. Neither Party shall settle any claims or suits involving rights of another Party (or rights % of such Party to the extent they are licensed to such other Party) without obtaining the prior written consent of such other Party, which consent shall not be unreasonably withheldnet recovery.