Common use of First Right to Respond Clause in Contracts

First Right to Respond. 4-AB (either directly or through its Affiliates or Sublicensees) shall have the first right to respond to any challenge or infringement of the Licensed Patent Rights at its own expense. In the event 4-AB elects to so respond, LICR will, at 4-AB’s sole expense, cooperate with 4-AB’s legal counsel, join in such suits as may be brought by 4-AB to enforce the Licensed Patent Rights, and be available at 4-AB’s reasonable request to be an expert witness or otherwise to assist in such proceedings, at 4-AB’s sole expense. During the pendency of any such suit, 4-AB may withhold from its royalty payments otherwise due to LICR in relation only to the disputed Licensed Patent Rights, fifty percent (50%) of the costs incurred by 4-AB in connection with such suit, provided that in no event may the royalty payments otherwise due to LICR in respect of disputed Licensed Patent Rights, be reduced by more than fifty percent (50%) by operation of this Section 4.2(a). Any royalty payments due to LICR in relation to Licensed Patent Rights not in dispute, shall be paid in full. If 4-AB recovers monetary damages from a Third Party in connection with any action described in this Section 4.2(a), such damages shall be applied in the following manner: (i) first, 4-AB shall be reimbursed for all costs and expenses incurred by it in connection with such action; (ii) second, LICR shall be reimbursed for any royalties withheld during the pendency of such suit; and (iii) any remaining damages shall be divided between the Parties, with LICR receiving the portion equal to the amount of royalties it would have received if such remaining compensatory damages had been an equivalent amount of Net Sales.

First Right to Respond. 4-AB (either directly or through its Affiliates or Sublicensees) iOx shall have the first right to respond to any challenge or infringement of the Licensed Patent Rights at its own expense. In the event 4-AB iOx elects to so respond, LICR will, at 4-ABiOx’s sole expense, cooperate with 4-ABiOx’s legal counsel, join in such suits as may be brought by 4-AB iOx to enforce the Licensed Patent Rights, and be available at 4-ABiOx’s reasonable request to be an expert witness or otherwise to assist in such proceedings, at 4-ABiOx’s sole expense. During the pendency of any such suit, 4-AB iOx may withhold from its royalty payments otherwise due to LICR in relation only to the disputed Licensed Patent Rights, fifty percent (50%) [****] of the costs incurred by 4-AB iOx in connection with such suit, provided that in no event vent may the royalty payments otherwise due to LICR in respect of disputed Licensed Patent Rights, be reduced by more than fifty percent (50%) [****] by operation of this Section 4.2(a). Any royalty payments due to LICR in relation to Licensed Patent Rights not in dispute, shall be paid in full. If 4-AB iOx recovers monetary damages from a Third Party in connection with any action described in this Section 4.2(a4.2 (a), such damages shall sha11 be applied in the following fo11owing manner: (i) first, 4-AB iOx shall be reimbursed for all costs and expenses incurred by it in connection with such action; (ii) second, LICR shall be reimbursed for any royalties withheld during the pendency of such suit; and (iii) any remaining damages shall be divided between the Parties, with LICR receiving the portion equal to the amount of royalties it would have received if such remaining compensatory damages had been an equivalent amount of Net Sales.

First Right to Respond. 4-AB Agenus (either directly or through its Affiliates or Sublicensees) shall have the first right to respond to any challenge or infringement of the Licensed Patent Rights at its own expense. In the event 4-AB Agenus elects to so respond, LICR will, at 4-ABAgenus’s sole expense, cooperate with 4-ABAgenus’s legal counsel, join in such suits as may be brought by 4-AB Agenus to enforce the Licensed Patent Rights, and be available at 4-ABAgenus’s reasonable request to be an expert witness or otherwise to assist in such proceedings, at 4-ABAgenus’s sole expense. During the pendency of any such suit, 4-AB Agenus may withhold from its royalty payments otherwise due to LICR in relation only to the disputed Licensed Patent Rights, fifty percent (50%) of the costs incurred by 4-AB Agenus in connection with such suit, provided that in no event may the royalty payments otherwise due to LICR in respect of disputed Licensed Patent Rights, be reduced by more than fifty percent (50%) by operation of this Section 4.2(a). Any royalty payments due to LICR in relation to Licensed Patent Rights not in dispute, shall be paid in full. If 4-AB Agenus recovers monetary damages from a Third Party in connection with any action described in this Section 4.2(a), such damages shall be applied in the following manner: (i) first, 4-AB Agenus shall be reimbursed for all costs and expenses incurred by it in connection with such action; (ii) second, LICR shall be reimbursed for any royalties withheld during the pendency of such suit; and (iii) any remaining damages shall be divided between the Parties, with LICR receiving the portion equal to the amount of royalties it would have received if such remaining compensatory damages had been an equivalent amount of Net Sales.