Common use of First Right to Initiate Infringement Actions Clause in Contracts

First Right to Initiate Infringement Actions. Each Party shall have the initial right throughout that part of the Territory (i.e. the US Territory or the ROW Territory, as applicable) for which it is the Lead Party, but not the obligation, to initiate a suit or take other appropriate action that such Party believes is reasonably required to protect the Vividion Intellectual Property, Celgene Co-Co Collaboration Intellectual Property, Vividion Co-Co Collaboration Intellectual Property, Joint Co-Co IP, Joint Patents, or Joint Inventions against any infringement or challenge (including any Third Party Infringement), unauthorized use or misappropriation by a Third Party that relates to a Shared Product in such part of the Territory, which, in the case of a Companion Diagnostic, shall mean Third Party Infringement, unauthorized use or misappropriation in connection with such Companion Diagnostic in the Field (“Competitive Infringement”). The Party having such initial right under the preceding sentence (the “Initial Enforcement Party”) shall give the other Party advance notice of the Initial Enforcement Party’s intent to file any such suit or take any such action and the reasons therefor, and shall provide the other Party with an opportunity to make suggestions and comments regarding such suit or action. Thereafter, the Initial Enforcement Party shall keep the other Party promptly informed, and shall from time to time consult with the other Party regarding the status of any such suit or action and shall provide the other Party with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or action. Without limiting the generality of the foregoing, the Parties shall discuss in good faith the Initial Enforcement Party’s intended response to a Competitive Infringement. For clarity, Celgene shall have final decision-making authority as to representations made in any proceedings under this Section 10.3 with respect to any Celgene Independent Products.

First Right to Initiate Infringement Actions. Each Party Celgene shall have the initial right throughout that part of the Territory (i.e. the US Territory or and the sole right in the ROW Territory, as applicable) for which it is the Lead Party, but not the obligation, to initiate a suit or take other appropriate action that such Party Celgene believes is reasonably required to protect the Vividion Intellectual Property, Celgene Co-Co Collaboration Intellectual Property, Vividion Co-Co Collaboration Intellectual Property, Joint Co-Co IP, Joint Patents, Patents or Joint Inventions against any infringement or challenge (including any Third Party Infringement), unauthorized use or misappropriation by a Third Party that relates to a Shared Product in such part of the Territory, which, in the case of a Companion Diagnostic, shall mean Third Party Infringement, unauthorized use or misappropriation in connection with such Companion Diagnostic in the Field (“Competitive Infringement”). The Party having such initial right under the preceding sentence (the “Initial Enforcement Party”) Celgene shall give the other Party Vividion advance notice of the Initial Enforcement PartyCelgene’s intent to file any such suit or take any such action and the reasons therefor, and shall provide the other Party Vividion with an opportunity to make suggestions and comments regarding such suit or action. Thereafter, the Initial Enforcement Party Celgene shall keep the other Party Vividion promptly informed, and shall from time to time consult with the other Party Vividion regarding the status of any such suit or action and shall provide the other Party Vividion with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or action. Without limiting the generality of the foregoing, the Parties shall discuss in good faith the Initial Enforcement PartyCelgene’s intended response to a Competitive Infringement. For clarity, Celgene shall have final decision-making authority as to representations made in any proceedings under this Section 10.3 with respect to any Celgene Independent ProductsProducts .

First Right to Initiate Infringement Actions. Each Party Until an Agios Opt-Out Notice, Agios shall have the initial right throughout that part of the Territory (i.e. the US Territory or the ROW Territory, as applicable) for which it is the Lead Party, but not the obligation, to initiate a suit or take other appropriate action in the ROW Territory that such Party Agios believes is reasonably required to protect the Vividion Agios Intellectual Property, Celgene Co-Co Property or Agios Collaboration Intellectual PropertyProperty against the infringement, Vividion Co-Co Collaboration Intellectual Property, Joint Co-Co IP, Joint Patents, or Joint Inventions against any infringement or challenge (including any Third Party Infringement), unauthorized use or misappropriation by a Third Party that relates to a Shared Licensed Product in such part of the Territory, which, in the case of a Companion Diagnostic, shall mean Third Party Infringement, unauthorized use or misappropriation in connection with such Companion Diagnostic in the Field (“Competitive Infringement”). Celgene shall have the sole right throughout the ROW Territory, but not the obligation, to initiate a suit or take other appropriate action in the ROW Territory that Celgene believes is reasonably required to protect the Celgene Collaboration Patent Rights from Competitive Infringement. Upon and after an Agios Opt-Out Notice, Celgene also shall have the initial right throughout the ROW Territory, but not the obligation, to initiate a suit or take other appropriate action in the ROW Territory that Celgene believes is reasonably required to protect the Agios Patent Rights and Agios Collaboration Patent Rights from Competitive Infringement. The Party having such initial or sole right under the preceding sentence three sentences (the “Initial Enforcement Party”) shall give the other Party advance notice of the Initial Enforcement Party’s intent to file any such suit or take any such action and the reasons therefor, and shall provide the other Party with an opportunity to make suggestions and comments regarding such suit or action. Thereafter, the Initial Enforcement Party shall keep the other Party promptly informed, and shall from time to time consult with the other Party regarding the status of any such suit or action and shall provide the other Party with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or action. Without limiting the generality of the foregoing, the Parties shall discuss in good faith the Initial Enforcement Party’s intended response to a Competitive Infringement. For clarity, Celgene shall have final decision-making authority as to representations made in any proceedings under this Section 10.3 with respect to any Celgene Independent Products.

First Right to Initiate Infringement Actions. Each Party shall have the initial right throughout that part of the Territory (i.e. the US Territory or the ROW Territory, as applicable) for which it is the Lead Party[**], but not the obligation, to initiate a suit or take other appropriate action that such Party believes is reasonably required to protect the Vividion Agios Intellectual Property, Celgene Intellectual Property, Celgene Collaboration Intellectual Property, Agios Co-Co Collaboration Intellectual Property, Vividion Co-Co Collaboration Intellectual Property, Joint Co-Co IP, Joint Patents, Property or Joint Inventions Collaboration IP against any the infringement or challenge (in such part of the Territory, including any Third Party Infringement), unauthorized use or misappropriation by a Third Party that relates to a Shared Product in such part of the TerritoryLicensed Product, which, in the case of a Companion Diagnostic, shall mean Third Party Infringement, unauthorized use or misappropriation in connection with such a Companion Diagnostic in the Field [IO Field/I&I Field] [identify applicable field prior to execution] (as defined in the Master Agreement) (“Competitive Infringement”); provided, however, that if [**], Celgene rather than Agios shall have such initial right as to Celgene Intellectual Property [**]. The Party having such initial right under the preceding sentence (the “Initial Enforcement Party”) shall give the other Party advance notice of the Initial Enforcement Party’s intent to file any such suit or take any such action and the reasons therefor, and shall provide the other Party with an opportunity to make suggestions and comments regarding such suit or action. Thereafter, the Initial Enforcement Party shall keep the other Party promptly informed, and shall from time to time consult with the other Party regarding the status of any such suit or action and shall provide the other Party with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or action. Without limiting the generality of the foregoing, the Parties shall discuss in good faith the Initial Enforcement Party’s intended response to a Competitive Infringement. For clarity, Celgene shall have final decision-making authority as to representations made in any proceedings under this Section 10.3 with respect to any Celgene Independent Products.

First Right to Initiate Infringement Actions. Each Party Until an Agios Opt-Out Notice, Agios shall have the initial right throughout that part of the Territory (i.e. the US Territory or the ROW Territory, as applicable) for which it is the Lead Party, but not the obligation, to initiate a suit or take other appropriate action in the US Territory that such Party Agios believes is reasonably required to protect the Vividion Agios Intellectual Property, Celgene Co-Co Property or Agios Collaboration Intellectual PropertyProperty against the infringement, Vividion Co-Co Collaboration Intellectual Property, Joint Co-Co IP, Joint Patents, or Joint Inventions against any infringement or challenge (including any Third Party Infringement), unauthorized use or misappropriation by a Third Party that relates to a Shared Licensed Product in such part of the Territory, which, in the case of a Companion Diagnostic, shall mean Third Party Infringement, unauthorized use or misappropriation in connection with such Companion Diagnostic in the Field (“Competitive Infringement”). Celgene shall have the sole right throughout the US Territory, but not the obligation, to initiate a suit or take other appropriate action in the US Territory that Celgene believes is reasonably required to protect the Celgene Collaboration Patent Rights from Competitive Infringement. Upon and after an Agios Opt-Out Notice, Celgene also shall have the initial right throughout the US Territory, but not the obligation, to initiate a suit or take other appropriate action in the US Territory that Celgene believes is reasonably required to protect the Agios Patent Rights and Agios Collaboration Patent Rights from Competitive Infringement. The Party having such initial or sole right under the preceding sentence three sentences (the “Initial Enforcement Party”) shall give the other Party advance notice of the Initial Enforcement Party’s intent to file any such suit or take any such action and the reasons therefor, and shall provide the other Party with an opportunity to make suggestions and comments regarding such suit or action. Thereafter, the Initial Enforcement Party shall keep the other Party promptly informed, and shall from time to time consult with the other Party regarding the status of any such suit or action and shall provide the other Party with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or action. Without limiting the generality of the foregoing, the Parties shall discuss in good faith the Initial Enforcement Party’s intended response to a Competitive Infringement. For clarity, Celgene shall have final decision-making authority as to representations made in any proceedings under this Section 10.3 with respect to any Celgene Independent Products.