Common use of Hospital Joined as Party-Plaintiff Clause in Contracts

Hospital Joined as Party-Plaintiff. If Company elects to commence an action as described in Section 7.2 above, Hospital shall have, in its sole discretion, the option to join such action as a party-plaintiff. If Hospital is required by law to join such action as a party-plaintiff, Hospital may either, in its sole discretion, permit itself to be joined as a party-plaintiff at the sole expense of Company, or assign to Company all of Hospital’s right, title and interest in and to the Patent Right which is the subject of such action (subject to all of Hospital’s obligations to the government under law and any other rights that others may have in such Patent Right). If Hospital makes such an assignment, such action by Company shall thereafter be brought or continued without Hospital as a party; provided, however, that Hospital shall continue to have all rights of prosecution and maintenance with respect to Patent Rights and Company shall continue to meet all of its obligations under this Agreement as if the assigned Patent Right were still licensed to Company hereunder. For clarity, Hospital’s right to assign to Sponsor all of Hospital’s right, title and interest in and to the Patent Right(s) which are the subject of an enforcement action is predicated upon such assignment being sufficient to resolve all issues surrounding Sponsor’s standing to enforce such Patent Right(s). To the extent such assignment would not resolve such issues, Hospital agrees to permit itself to be joined as a party-plaintiff at the sole expense of Sponsor.

Hospital Joined as Party-Plaintiff. If Company elects to commence an action as described in Section 7.2 above, Hospital shall have, in its sole discretion, the option to join such action as a party-plaintiff. If Hospital is required by law to join such action as a party-plaintiff, Hospital may either, in its sole discretion, permit itself to be joined as a party-plaintiff at the sole expense of Company, or assign to Company all of Hospital’s right, title and interest in and to the Patent Right which is the subject of such action (subject to all of Hospital’s obligations to the government under law and any other rights that others may have in such Patent Right). If Hospital makes such an assignment, such action by Company shall thereafter be brought or continued without Hospital as a party; provided, however, that Hospital shall continue to have all rights of prosecution and maintenance with respect to Patent Rights and Company shall continue to meet all of its obligations under this Agreement as if the assigned Patent Right were still licensed to Company hereunder. For clarity[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, Hospital’s right to assign to Sponsor all of Hospital’s rightMARKED BY BRACKETS, title and interest in and to the Patent Right(sHAS BEEN OMITTED BECAUSE THE INFORMATION (I) which are the subject of an enforcement action is predicated upon such assignment being sufficient to resolve all issues surrounding Sponsor’s standing to enforce such Patent Right(s). To the extent such assignment would not resolve such issues, Hospital agrees to permit itself to be joined as a party-plaintiff at the sole expense of SponsorIS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Hospital Joined as Party-Plaintiff. If Company elects to commence an action as described in Section 7.2 7.1 above, Hospital shall haveshall, in its sole discretionto the extent reasonably determined by Company to be required under applicable law to establish standing for the initiation or maintenance of such action, the option to join such action as a party-plaintiff. If Alternatively, if (and only if) (a) Hospital is required by law requests in writing not to join such Company’s action as a party-plaintiffplaintiff and (b) Company determines that Hospital’s assignment to Company of all Hospital’s right, Hospital title and interest in and to the Patent Rights to be enforced would allow Company to establish the necessary standing without diminishing Company’s ability to assert such Patent Rights and (c) Company is willing to grant the Hospital’s request conditioned on such an assignment being effected, and (d) subject to HHMI’s prior written approval (which may either, be withheld or granted in its HHMI’s sole discretion), permit itself to be joined as a party-plaintiff at the sole expense of Company, or then Hospital shall assign to Company all of Hospital’s right, title and interest in and to the Patent Right which is the subject of such action (subject to all of Hospital’s obligations to the government under law and any other rights that others may have in such Patent Right)Rights rather than join Company’s action as a party-plaintiff. If Hospital makes such an assignment, such action by Company shall thereafter be brought or continued without Hospital as a party; provided, however, that Hospital shall continue to have all rights of prosecution and maintenance with respect to Patent Rights and Company shall continue to meet all of its obligations under this Agreement as if the assigned Patent Right were still licensed to Company hereunder. For clarity, Hospital’s right to assign to Sponsor all of Hospital’s right, title and interest in and to the Patent Right(s) which are the subject of an enforcement action is predicated upon such assignment being sufficient to resolve all issues surrounding Sponsor’s standing to enforce such Patent Right(s). To the extent such assignment would not resolve such issues, Hospital agrees to permit itself to be joined as a party-plaintiff at the sole expense of Sponsor.