Common use of HMI’s and NVS’ Role Clause in Contracts

HMI’s and NVS’ Role. During the Term, HMI will have the right (but not the obligation) to undertake any course of action to defend or prosecute any such Patent Challenge with respect to any [***] unless HMI determines in its sole discretion not to undertake any such course of action to defend or prosecute any such Patent Challenge, in which case NVS will have the right (but not the obligation) to undertake any course of action to defend or prosecute any such Patent Challenge with respect to any [***]. During the Term, NVS will have the right (but not the obligation) to Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. undertake any course of action to defend or prosecute any such Patent Challenge with respect to any [***], unless NVS determines in its sole discretion not to undertake any such course of action to defend or prosecute any such Patent Challenge, in which case HMI shall have the right (but not the obligation) to undertake any course of action to defend or prosecute any such Patent Challenge with respect to any such [***]. NVS will be responsible for (a) [***]% of the External Costs incurred by NVS in connection with any course of action taken to defend or prosecute any such Patent Challenge with respect to [***] and (b) [***]% of the External Costs incurred in connection with any course of action taken to defend or prosecute any Patent Challenge with respect to [***]. NVS will invoice HMI for all such External Costs to be borne by HMI on a Calendar Quarterly basis, and HMI will pay all such undisputed invoices no later than [***] after receipt thereof. During and after the Term, NVS will have the sole right (but not the obligation) to undertake any course of action to defend or prosecute any such Patent Challenge with respect to any [***] at its own expense.