Common use of Initial Right to Enforce Clause in Contracts

Initial Right to Enforce. Subject to Section ‎7.3(c), Processa (itself or through its Affiliate or Sublicensee) shall have the first right, but not the obligation, to initiate a suit, or take other appropriate action that it believes is reasonably required to protect (i.e., prevent or axxxx actual or threatened infringement or misappropriation of) or otherwise enforce the Processa Intellectual Property, Elion Intellectual Property and Joint Intellectual Property with respect to an Infringement Claim; provided, however, that Processa shall (i) consult with Elion in good faith with respect to any claim that any Elion Patent Right, Processa Patent Right or Joint Patent Right is invalid or unenforceable and (ii) implement any reasonable comment from Elion regarding any aspect of defending against any such claim described in clause (i). Any such suit by Processa shall be brought either in the name of Elion or its Affiliate, the name of Processa or its Affiliate, or the names of Processa, Elion and their respective Affiliates, as may be required by the Law of the forum. For this purpose, Elion shall execute such legal papers and cooperate in the prosecution of such suit, including providing full access to documents, information and witnesses as reasonably requested by Processa in connection with such suit, as may be reasonably requested by Processa; provided that Processa shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by Elion in connection with such cooperation. For clarity, as between Elion and Processa, (A) Elion shall have the sole right, but not the obligation, to protect Elion Intellectual Property against any suspected misappropriation or infringement that does not constitute an Infringement Claim and (B) the Parties shall jointly determine by mutual agreement whether and how to protect Joint Intellectual Property against any suspected misappropriation or infringement that does not constitute an Infringement Claim, and the provisions of this ‎ARTICLE VII shall not apply with respect thereto.

Initial Right to Enforce. Subject Except as may be otherwise agreed by the Parties in writing with respect to Section ‎7.3(ca particular Field Infringement (as defined below), Processa (itself or through its Affiliate or Sublicensee) Cara shall have the first right, but not the obligation, to initiate a suit, lawsuit or take other appropriate reasonable action that it believes is reasonably required to protect (i.e., prevent or axxxx actual or threatened infringement or misappropriation of) or otherwise enforce the Processa Intellectual Property, Elion Intellectual Property and applicable Licensed Patent Rights or Joint Intellectual Property Patent with respect to an Infringement Claim; providedinfringement by a Third Party by making, howeverusing, importing or selling in the United States a product that Processa contains a Compound or ​ CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE CARA THERAPEUTICS, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO CARA THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. ​ otherwise competes or likely would compete with Licensed Product or a misappropriation or other violation of the Licensed Know-How (in each case, a “Field Infringement”). Cara shall (i) consult with Elion in Vifor and give good faith with respect consideration to any claim that reasonable objection from Vifor regarding Cara’s proposed course of action prior to initiating any Elion such lawsuit or other enforcement action asserting any such Licensed Patent Right, Processa Patent Right Rights or Joint Patent Right is invalid or unenforceable and (ii) implement any reasonable comment from Elion regarding any aspect of defending against any such claim described in clause (i). Any such suit by Processa shall be brought either a Field Infringement in the name of Elion or its Affiliate, the name of Processa or its Affiliate, or the names of Processa, Elion and their respective Affiliates, as may be required by the Law of the forumUnited States. For this purpose, Elion Vifor shall execute such legal papers and reasonably cooperate in the prosecution of any such suit, including providing full access to documents, information and witnesses as reasonably requested by Processa in connection with such suit, suit or other action against a Field Infringement as may be reasonably requested by ProcessaCara, including joining any action as party-plaintiff at Cara’s request if needed for Cara to have standing to bring such suit; provided provided, that Processa Cara shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) incurred at Cara’s request and actually incurred by Elion Vifor in connection with such cooperation. Cara shall keep Vifor reasonably informed regarding the prosecution and results of any such enforcement suit or action (including in any case, a detailed update at least once per Calendar Quarter). For clarity, as between Elion and Processa, (A) Elion shall have the sole right, but not foregoing is subject to the obligation, to protect Elion Intellectual Property against any suspected misappropriation or infringement that does not constitute an Infringement Claim and (B) rights of VFMCRP under Section 7.6 of the Parties shall jointly determine by mutual agreement whether and how to protect Joint Intellectual Property against any suspected misappropriation or infringement that does not constitute an Infringement Claim, and the provisions of this ‎ARTICLE VII shall not apply with respect theretoVFMCRP Agreement.

Initial Right to Enforce. (i) Subject to Section ‎7.3(c7.3(c), Processa (itself or through its Affiliate or Sublicensee) shall have the first right, but not the obligation, to initiate a suit, or take other appropriate action (an “Action”) that it believes is reasonably required to protect (i.e., prevent or axxxx actual or threatened infringement or misappropriation of) or otherwise enforce the Processa Intellectual Property, Elion Ocuphire Intellectual Property and Joint Intellectual Property with respect to an Infringement Claim; provided, however, that Processa shall (i) consult with Elion Ocuphire in good faith with respect to any claim that any Elion Patent Right, Processa Ocuphire Patent Right or Joint Patent Right is invalid or unenforceable and (ii) implement any reasonable comment from Elion Ocuphire regarding any aspect of defending against any such claim described claim, (ii) not take any position with respect to such Action in clause any way that is reasonably likely to directly and adversely affect the scope, validity or enforceability of the Ocuphire Intellectual Property or Joint Intellectual Property; and (i)c) if Processa does not intend to prosecute or defend an Action, or ceases to diligently pursue such an Action, in either case solely for an Infringement Claim, it shall promptly inform Ocuphire in such a manner that such Action will not be prejudiced and Section 7.3(b)(ii) shall apply. Any such suit Action by Processa shall be brought either in the name of Elion Ocuphire or its Affiliate, the name of Processa or its Affiliate, or the names of Processa, Elion Ocuphire and their respective Affiliates, as may be required by the Law of the forum. For this purpose, Elion Ocuphire shall execute such legal papers and cooperate in the prosecution of such suitAction, including providing full access to documents, information and witnesses as reasonably requested by Processa in connection with such suitAction, as may be reasonably requested by Processa; provided that Processa shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by Elion Ocuphire in connection with such cooperation. For clarity, as between Elion and Processa, (A) Elion shall have the sole right, but not the obligation, to protect Elion Intellectual Property against any suspected misappropriation or infringement that does not constitute an Infringement Claim and (B) the Parties shall jointly determine by mutual agreement whether and how to protect Joint Intellectual Property against any suspected misappropriation or infringement that does not constitute an Infringement Claim, and the provisions of this ‎ARTICLE VII shall not apply with respect thereto.

Initial Right to Enforce. (i) Subject to Section ‎7.3(c7.3(c), Processa (itself or through its Affiliate or Sublicensee) shall have the first right, but not the obligation, to initiate a suit, or take other appropriate action (an “Action”) that it believes is reasonably required to protect (i.e., prevent or axxxx xxxxx actual or threatened infringement or misappropriation of) or otherwise enforce the Processa Intellectual Property, Elion Ocuphire Intellectual Property and Joint Intellectual Property with respect to an Infringement Claim; provided, however, that Processa shall (i) consult with Elion Ocuphire in good faith with respect to any claim that any Elion Patent Right, Processa Ocuphire Patent Right or Joint Patent Right is invalid or unenforceable and (ii) implement any reasonable comment from Elion Ocuphire regarding any aspect of defending against any such claim described claim, (ii) not take any position with respect to such Action in clause any way that is reasonably likely to directly and adversely affect the scope, validity or enforceability of the Ocuphire Intellectual Property or Joint Intellectual Property; and (i)c) if Processa does not intend to prosecute or defend an Action, or ceases to diligently pursue such an Action, in either case solely for an Infringement Claim, it shall promptly inform Ocuphire in such a manner that such Action will not be prejudiced and Section 7.3(b)(ii) shall apply. Any such suit Action by Processa shall be brought either in the name of Elion Ocuphire or its Affiliate, the name of Processa or its Affiliate, or the names of Processa, Elion Ocuphire and their respective Affiliates, as may be required by the Law of the forum. For this purpose, Elion Ocuphire shall execute such legal papers and cooperate in the prosecution of such suitAction, including providing full access to documents, information and witnesses as reasonably requested by Processa in connection with such suitAction, as may be reasonably requested by Processa; provided that Processa shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by Elion Ocuphire in connection with such cooperation. For clarity, as between Elion and Processa, (A) Elion shall have the sole right, but not the obligation, to protect Elion Intellectual Property against any suspected misappropriation or infringement that does not constitute an Infringement Claim and (B) the Parties shall jointly determine by mutual agreement whether and how to protect Joint Intellectual Property against any suspected misappropriation or infringement that does not constitute an Infringement Claim, and the provisions of this ‎ARTICLE VII shall not apply with respect thereto.