Common use of Infringement of Patents in the Territory Clause in Contracts

Infringement of Patents in the Territory. (i) If a Party becomes aware that a Third Party infringes any Rhizen Patent, TGTX Patent, or Joint Patent in the Territory by making, using, importing, offering for sale or selling the Product or any similar PI3Kδ selective inhibitor covered by any of such Patents (such activities, “Product Infringement”), then such Party shall so notify the other Party as provided in Section 7.4 (a), which such notice shall include all information available to the notifying Party regarding such alleged infringement. (ii) In the Territory, TGTX shall have the first right, but not the obligation, to bring an appropriate suit or other action against any person or entity engaged in such Product Infringement, subject to Section 7.4(b)(iii) below, the cost and expense will be borne by TGTX. TGTX shall have a period of one hundred twenty (120) days (or shorter period, if required by the nature of possible proceeding) after notification by Rhizen or providing notification to Rhizen pursuant to Section 7.4(a), to elect to so enforce such Patent. In the event TGTX does not so elect, it shall so notify Rhizen in writing during such one hundred twenty (120) day time period (or the above-mentioned shorter period), and Rhizen shall have the right, but not the obligation, to commence a suit or take action to enforce the applicable Patent against such Third Party perpetrating such Product Infringement at its sole cost and expense (except as otherwise expressly provided in this Section 7.4(b)(ii)). Each Party shall provide to the Party enforcing any such rights under this Section 7.4(b)(ii) reasonable assistance in such enforcement, at such enforcing Party’s request, including joining such action as a party plaintiff if required by applicable Law to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, and shall reasonably consider the other Party’s comments on any such efforts. Any recoveries obtained from a suit or an action commenced by TGTX hereunder shall first be applied to the recovery of expenses incurred by TGTX or Rhizen (if any) in bringing the suit or action and the remaining amounts, if any, shall be deemed additional Net Sales; provided, further, however, if Rhizen proceeds with the enforcement after TGTX decides not to move forward, then any amounts recovered shall belong solely to Rhizen. (iii) The Party not bringing an action with respect to Product Infringement in the Territory under Section 7.4(b) shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such Party shall at all times cooperate fully with the Party bringing such action. Additionally, the Party not bringing an action under this Section 7.4(b) may have an opportunity to participate in such action to the extent that the Parties may mutually agree at the time the other Party elects to bring an action hereunder.

Infringement of Patents in the Territory. (i) If a Party becomes aware that a Third Party infringes any Rhizen Patent, TGTX Patent, or Joint Patent in the Territory by making, using, importing, offering for sale or selling the Product or any similar PI3Kδ PI3K selective inhibitor covered by any of such Patents (such activities, “Product Infringement”), then such Party shall so notify the other Party as provided in Section 7.4 (a9.5(a), which such notice shall include all information Information available to the notifying Party regarding such alleged infringement. (ii) In the Territory, TGTX shall have the first right, but not the obligation, to bring an appropriate suit or other action against any person or entity engaged in such Product Infringement, subject to Section 7.4(b)(iii9.5(b)(iii) below, the cost and expense of which will be included in Commercial Expenses (except as otherwise expressly provided in this Section 9.5(b)(ii)); provided, however, if either of the License Options is exercised then the cost and expense will be borne by TGTX. TGTX shall have a period of one hundred twenty sixty (12060) days (or shorter period, if required by the nature of possible the proceeding) after notification by Rhizen or providing notification to Rhizen pursuant to Section 7.4(asection 9.5(a), to elect to so enforce such Patent. In the event TGTX does not so elect, it shall so notify Rhizen in writing during such one hundred twenty sixty (12060) day time period (or the above-mentioned shorter period), and Rhizen shall have the right, but not the obligation, to commence a suit or take action to enforce the applicable Patent against such Third Party perpetrating such Product Infringement at its sole cost and expense (except as otherwise expressly provided in this Section 7.4(b)(ii)9.5(b)(ii). Each Party shall provide to the Party enforcing any such rights under this Section 7.4(b)(ii9.5(b)(ii) reasonable assistance in such enforcement, at such enforcing Party’s request, including joining such action as a party plaintiff if required by applicable Law to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, and shall reasonably consider the other Party’s comments on any such efforts. Any recoveries obtained from a suit or an action commenced by TGTX hereunder shall first be applied to the recovery of expenses incurred by TGTX and Rhizen in bringing the suit or Rhizen (action; and the remaining amounts, if any) , shall be shared by the Parties according to Section 8.2; provided, however, if either License Option is exercised, then any recoveries obtained from a suit or an action commenced by TGTX hereunder shall first be applied to the recovery of expenses incurred by TGTX in bringing the suit or action and the remaining amounts, if any, shall be deemed additional Net Sales; provided, further, however, if Rhizen proceeds with the enforcement after TGTX decides not to move forward, then any amounts recovered shall belong solely to Rhizen. (iii) The Party not bringing an action with respect to Product Infringement in the Territory under Section 7.4(b9.5(b) shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such Party shall at all times cooperate fully with the Party bringing such action. Additionally, the Party not bringing an action under this Section 7.4(b9.5(b) may have an opportunity to participate in such action to the extent that the Parties may mutually agree at the time the other Party elects to bring an action hereunder.

Infringement of Patents in the Territory. (i) If a Party becomes aware that a Third Party infringes any Rhizen NOVIMMUNE Product Patent, TGTX Patent, or Joint Patent in the Territory by making, using, importing, offering for sale or selling the Product or any similar PI3Kδ selective inhibitor anti-CD47/anti-CD19 bispecific antibody covered by any of such Patents (such activities, “Product Infringement”), then such Party shall so notify the other Party as provided in Section 7.4 (a9.5(a), which such notice shall include all information Information available to the notifying Party regarding such alleged infringement. (ii) In the Territory, TGTX shall have the first right, but not the obligation, to bring an appropriate suit or other action against any person or entity engaged in such Product Infringement, subject to Section 7.4(b)(iii) 9.5(b)(iii), below, the cost and expense of which will be included in Commercial Expenses (except as otherwise expressly provided in this Section 9.5(b)(ii)); provided, however, if either of the License Options is exercised then the cost and expense will be borne by TGTX. TGTX shall have a period of one hundred twenty (120* ( * ) days (or shorter period, if required by the nature of possible the proceeding) after notification by Rhizen NOVIMMUNE or providing notification to Rhizen NOVIMMUNE pursuant to Section 7.4(asection 9.5(a), to elect to so enforce such Patent. In the event TGTX does not so elect, it shall so notify Rhizen NOVIMMUNE in writing during such one hundred twenty (120* ( * ) day time period (or the above-mentioned shorter period), and Rhizen NOVIMMUNE shall have the right, but not the obligation, to commence a suit or take action to enforce the applicable Patent against such Third Party perpetrating such Product Infringement at its sole cost and expense (except as otherwise expressly provided in this Section 7.4(b)(ii)9.5(b)(ii). Each Party shall provide to the Party enforcing any such rights under this Section 7.4(b)(ii9.5(b)(ii) reasonable assistance in such enforcement, at such enforcing Party’s request, including joining such action as a party plaintiff if required by applicable Law to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, and shall reasonably consider the other Party’s comments on any such efforts. Any recoveries obtained from a suit or an action commenced by TGTX hereunder shall first be applied to the recovery of expenses incurred by TGTX and NOVIMMUNE in bringing the suit or Rhizen (action; and the remaining amounts, if any) , shall be shared by the Parties according to Section 8.2; provided, however, if either License Option is exercised, then any recoveries obtained from a suit or an action commenced by TGTX hereunder shall first be applied to the recovery of expenses incurred by TGTX in bringing the suit or action and the remaining amounts, if any, shall be deemed additional Net Sales; provided, further, however, if Rhizen NOVIMMUNE proceeds with the enforcement after TGTX decides not to move forward, then any amounts recovered shall belong solely to RhizenNOVIMMUNE. (iii) The Party not bringing an action with respect to Product Infringement in the Territory under Section 7.4(b9.5(b) shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such Party shall at all times cooperate fully with the Party bringing such action. Additionally, the Party not bringing an action under this Section 7.4(b9.5(b) may have an opportunity to participate in such action to the extent that the Parties may mutually agree at the time the other Party elects to bring an action hereunder.

Infringement of Patents in the Territory. (i) i. If a Party becomes aware that a Third Party infringes any Rhizen Novimmune Product Patent, TGTX Patent, or Joint Patent in the Territory by making, using, importing, offering for sale or selling the Product or any similar PI3Kδ selective inhibitor CD47/CD19 bi-specific antibody covered by any of such Patents (such activities, “Product Infringement”), then such Party shall so notify the other Party as provided in Section 7.4 5.1.4 (a), which such notice shall include all information available to the notifying Party regarding such alleged infringement. (ii) . In the Territory, TGTX shall have the first right, but not the obligation, to bring an appropriate suit or other action against any person or entity engaged in such Product Infringement, subject to Section 7.4(b)(iii5.1.4 (b)(iii) below, the cost and expense will be borne by TGTX. TGTX shall have a period of one hundred twenty (12022 ( * ) days (or shorter period, if required by the nature of possible proceeding) after notification by Rhizen Novimmune or providing notification to Rhizen Novimmune pursuant to Section 7.4(a5.1.4 (a), to elect to so enforce such Patent. In the event TGTX does not so elect, it shall so notify Rhizen Novimmune in writing during such one hundred twenty (12023 ( * ) day time period (or the above-mentioned shorter period), and Rhizen Novimmune shall have the right, but not the obligation, to commence a suit or take action to enforce the applicable Patent against such Third Party perpetrating such Product Infringement at its sole cost and expense (except as otherwise expressly provided in this Section 7.4(b)(ii5.1.4 (b)(ii)). Each Party shall provide to the Party enforcing any such rights under this Section 7.4(b)(ii5.1.4 (b)(ii) reasonable assistance in such enforcement, at such enforcing Party’s request, including joining such action as a party plaintiff if required by applicable Law to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, and shall reasonably consider the other Party’s comments on any such efforts. Any recoveries obtained from a suit or an action commenced by TGTX hereunder shall first be applied to the recovery of expenses incurred by TGTX or Rhizen Novimmune (if any) in bringing the suit or action and the remaining amounts, if any, shall be deemed additional Net Sales; provided, further, however, if Rhizen Novimmune proceeds with the enforcement after TGTX decides not to move forward, then any amounts recovered shall belong solely to Rhizen. (iii) Novimmune. The Party not bringing an action with respect to Product Infringement in the Territory under Section 7.4(b5.1.4 (b) shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such Party shall at all times cooperate fully with the Party bringing such action. Additionally, the Party not bringing an action under this Section 7.4(b5.1.4 (b) may have an opportunity to participate in such action to the extent that the Parties may mutually agree at the time the other Party elects to bring an action hereunder.