Common use of Joint Patent Rights Clause in Contracts

Joint Patent Rights. With respect to any notice of a Third Party infringer of the Joint Patent Rights, the Joint Patent Committee shall meet as soon as reasonably practicable to discuss such infringement and determine an appropriate course of action. Wyeth shall have the first right but not the obligation to bring an action against such Third Party infringer or otherwise address such alleged infringement within *** from the date of notice and to control such litigation or other means of addressing such infringement. Wyeth shall be responsible for, and shall bear, all the out-of-pocket expenses of any suit brought by it claiming infringement of any such Joint Patent Rights; provided that Trubion shall reimburse Wyeth for *** of the out-of-pocket expenses incurred in connection therewith. Trubion shall cooperate with Wyeth, at Wyeth's expense, in any such suit brought by Wyeth and shall have the right to consult with Wyeth and participate in and be represented by independent counsel in such litigation at its own expense. Wyeth shall incur no liability to Trubion as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any of the Joint Patent Rights invalid or unenforceable. Any recoveries obtained by Wyeth as a result of any proceeding against such Third Party infringer shall be allocated as follows: (i) Such recovery shall first be used to reimburse each Party for all out-of-pocket litigation expenses in connection with such litigation paid by that Party; and (ii) With respect to any remaining recovery, *** shall go to Wyeth and *** shall go to Trubion. If, after the expiration of the three (3) month period (or, if earlier, the date upon which Wyeth provides written notice that it does not plan to bring suit) Wyeth elects not to take action against a Third Party infringer of the Joint Patent Rights and Trubion elects to bring an action, then Wyeth shall cooperate, at Trubion's expense, in such action. Trubion shall incur no liability to Wyeth as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any of the Joint Patent Rights invalid or unenforceable. Any recoveries obtained by Trubion shall go to Trubion.

Joint Patent Rights. With respect (a) MTI shall have the sole right, at its sole expense, to any notice determine the appropriate course of a Third Party infringer of action to enforce Joint Patent Rights, or otherwise to xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Joint Patent Rights, the Joint Patent Committee shall meet as soon as reasonably practicable to discuss such infringement and determine an appropriate course of action. Wyeth shall have the first right but not the obligation to bring an control any litigation or other enforcement action against such Third Party infringer or otherwise address such alleged infringement within *** from the date of notice and to control enter into, or permit, the settlement of any such litigation or other means enforcement action with respect to the Joint Patent Rights, in each case in connection with any product Developed or Commercialized by or on behalf of addressing such infringementMTI (except pursuant to this Agreement). Wyeth shall be responsible for, and shall bear, all All monies recovered upon the out-of-pocket expenses final judgment or settlement of any such suit brought by it claiming infringement of to enforce any such Joint Patent Rights; provided that Trubion Rights shall reimburse Wyeth be allocated first to MTI to the extent necessary to compensate it for *** of its expenses in its enforcement, second to the out-of-pocket Licensee to the extent necessary to compensate it for its expenses incurred in connection therewithcooperating with MTI in its enforcement (to the extent not otherwise reimbursed), and finally any remaining amounts shall be retained by MTI. Trubion Licensee shall fully cooperate with WyethMTI, at Wyeth's MTI’s expense, in any such suit brought by Wyeth and shall have the right action to consult with Wyeth and participate in and be represented by independent counsel in such litigation at its own expense. Wyeth shall incur no liability to Trubion as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any of enforce the Joint Patent Rights invalid or unenforceable. Any recoveries obtained by Wyeth in connection therewith, including being joined as a result party to such action if necessary. (b) Licensee shall have the sole right, at its sole expense, to determine the appropriate course of action to enforce Joint Patent Rights, or otherwise to xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Joint Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any proceeding against such Third Party infringer litigation or other enforcement action with respect to the Joint Patent Rights, in each case in connection with any product Developed or Commercialized by or on behalf of Licensee. All monies recovered upon the final judgment or settlement of any such suit to enforce any such Joint Patent Rights shall be allocated as follows: (i) Such recovery shall first be used to reimburse each Party Licensee to the extent necessary to compensate it for all out-of-pocket litigation its expenses in connection its enforcement, second to the MTI to the extent necessary to compensate it for its expenses in cooperating with such litigation paid by that Party; and Licensee in its enforcement (ii) With respect to the extent not otherwise reimbursed), and finally any remaining recoveryamounts shall be retained by Licensee. MTI shall fully cooperate with Licensee, *** shall go at Licensee’s expense, in any action to Wyeth and *** shall go to Trubion. If, after the expiration of the three (3) month period (or, if earlier, the date upon which Wyeth provides written notice that it does not plan to bring suit) Wyeth elects not to take action against a Third Party infringer of enforce the Joint Patent Rights and Trubion elects to bring an actionin connection therewith, then Wyeth shall cooperate, at Trubion's expense, in such action. Trubion shall incur no liability to Wyeth including being joined as a consequence of party to such litigation or any unfavorable decision resulting therefrom, including any decision holding any of the Joint Patent Rights invalid or unenforceable. Any recoveries obtained by Trubion shall go to Trubionaction if necessary.

Joint Patent Rights. Each Party shall, within 10 Business Days of learning of such event, inform the other Party of any request for, or filing or declaration of, any interference, opposition, invalidation, reissue or reexamination relating to Joint Patent Rights. With respect to any notice of a Third Party infringer request for, or filing or declaration of, any interference, opposition, invalidation, reissue or reexamination relating to claims of the Joint Patent Rights, the Joint Patent Committee shall meet as soon as reasonably practicable to discuss such infringement and determine an appropriate course of action. Wyeth Licensee shall have the first right but not (in its discretion) to initiate, prosecute and/or respond, to such action or proceeding, provided that Licensee shall consult with Licensor with respect to any such action or proceeding. In the obligation event that Licensee elects to bring an action against such Third Party infringer initiate, prosecute and/or respond to any interference, opposition, invalidation, reexamination, or otherwise address such alleged infringement within *** from the date reissue proceeding relating to any Joint Patent Right, all of notice and to control such litigation or other means of addressing such infringement. Wyeth both Parties’ expenses in connection therewith shall be responsible forborne solely by Licensee. Licensee shall not settle any interference, and shall bearopposition, all the out-of-pocket expenses of invalidation, reissue or reexamination action or proceeding relating to any suit brought by it claiming infringement of any such Joint Patent Rights; provided that Trubion Right without the prior written consent of Licensor, which consent shall reimburse Wyeth for *** not be unreasonably withheld. Licensee shall keep Licensor informed of the out-of-pocket expenses incurred in connection therewith. Trubion shall cooperate with Wyeth, at Wyeth's expense, developments in any such suit brought by Wyeth action or proceeding involving any Joint Patent Right. Licensee shall promptly inform Licensor in the event that Licensee elects not to initiate, prosecute and/or respond to any interference, opposition, invalidation, reissue or reexamination relating to any Joint Patent Right, and in such case, Licensor shall have the right to consult with Wyeth and participate do so (in and be represented by independent counsel in such litigation Licensor’s discretion), at its own cost and expense. Wyeth Licensor shall incur no liability not settle any interference, opposition, invalidation, reissue or reexamination action or proceeding relating to Trubion as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any of the Joint Patent Rights invalid Right without the prior written consent of Licensee, which consent shall not be unreasonably withheld. Licensor shall keep Licensee informed of developments in any such action or unenforceable. Any recoveries obtained by Wyeth as a result of proceeding involving any proceeding against such Third Party infringer shall be allocated as follows: (i) Such recovery shall first be used to reimburse each Party for all out-of-pocket litigation expenses in connection with such litigation paid by that Party; and (ii) With respect to any remaining recovery, *** shall go to Wyeth and *** shall go to Trubion. If, after the expiration of the three (3) month period (or, if earlier, the date upon which Wyeth provides written notice that it does not plan to bring suit) Wyeth elects not to take action against a Third Party infringer of the Joint Patent Rights and Trubion elects to bring an action, then Wyeth shall cooperate, at Trubion's expense, in such action. Trubion shall incur no liability to Wyeth as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any of the Joint Patent Rights invalid or unenforceable. Any recoveries obtained by Trubion shall go to TrubionRight.

Joint Patent Rights. With respect to any notice of a Third Party infringer of the Joint Patent Rights, the Joint Patent Committee shall meet as soon as reasonably practicable to discuss such infringement and determine an appropriate course of action. Wyeth shall have the first right but not the obligation to bring an action against such Third Party infringer or otherwise address such alleged infringement within [*** *] from the date of notice and to control such litigation or other means of addressing such infringement. Wyeth shall be responsible for, and shall bear, all the out-of-pocket expenses of any suit brought by it claiming infringement of any such Joint Patent Rights; provided that Trubion shall reimburse Wyeth for [*** *] of the out-of-pocket expenses incurred in connection therewith. Trubion shall cooperate with Wyeth, at Wyeth's expense, in any such suit brought by Wyeth and shall have the right to consult with Wyeth and participate in and be represented by independent counsel in such litigation at its own expense. Wyeth shall incur no liability to Trubion as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any of the Joint Patent Rights invalid or unenforceable. Any recoveries obtained by Wyeth as a result of any proceeding against such Third Party infringer shall be allocated as follows: (iI) Such recovery shall first be used to reimburse each Party for all out-of-pocket litigation expenses in connection with such litigation paid by that Party; and (iiII) With respect to any remaining recovery, [*** shall go to Wyeth and *** shall go to Trubion]. If, after the expiration of the three (3) month period (or, if earlier, the date upon which Wyeth provides written notice that it does not plan to bring suit) Wyeth elects not to take action against a Third Party infringer of the Joint Patent Rights and Trubion elects to bring an action, then Wyeth shall cooperate, at Trubion's expense, in such action. Trubion shall incur no liability to Wyeth as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any of the Joint Patent Rights invalid or unenforceable. Any recoveries obtained by Trubion shall go to Trubion.

Joint Patent Rights. With respect Subject to Section 6.2.1(d), in the event the Parties make any notice of a Third Party infringer of the Joint Patent RightsInvention [***], the Joint Patent Committee shall promptly meet as soon as reasonably practicable to discuss such infringement and determine an appropriate course of actionwhether to seek patent protection thereon. Wyeth If the Joint Patent Committee decides to seek patent protection on such Joint Invention, then [***] shall have the first right but not the primary obligation to bring an action against prepare, file, prosecute and maintain any corresponding Joint Patent Rights throughout the Territory using patent counsel mutually agreeable to the Parties, such Third Party infringer or otherwise address such alleged infringement within agreement not to be unreasonably withheld. [*** from *] shall give [***] a reasonable opportunity to review and comment on the date text of notice any patent application with respect to such Joint Patent Right before filing, shall consult with [***] with respect thereto, shall reasonably consider and to control such litigation or other means address any of addressing such infringement. Wyeth shall be responsible for[***] comments, and shall bearsupply [***] with a copy of each such patent application as filed, together with notice of its filing date and serial number. [***] shall keep [***] advised of the status of the actual and prospective patent filings (including, without limitation, the grant of any Joint Patent Rights), shall provide [***] with a reasonable opportunity to comment on all correspondence received from and all proposed submissions to be made to any government patent office or authority related to the filing, prosecution and maintenance of such patent filings, shall consult with [***] with respect thereto, and shall reasonably consider and address any of [***] comments on such correspondence and submissions. [***] shall reimburse [***] for [***] expenses incurred by [***] in connection with preparing, filing, prosecuting and maintaining such Joint Patent Rights (other than out-of-pocket expenses of any suit brought by it claiming infringement of any such Joint Patent Rights; provided that Trubion shall reimburse Wyeth for inventorship determinations and inventorship disputes), which reimbursement will be made within [*** *] of receiving invoices, such invoices to be submitted by [***] no more often than once per Calendar Quarter and to be accompanied by supporting documentation demonstrating and detailing the expenses so incurred. On an annual basis, during the last Calendar Quarter of each year, [***] shall provide [***] with a good faith, written estimate of the out-of-pocket expenses incurred reimbursable by [***] under this Section 6.2.1(c) that [***] expects to incur in connection therewiththe following calendar year. Trubion If [***] elects not to file a patent application on any such Joint Patent Rights, or to cease the prosecution and/or maintenance of any such Joint Patent Rights (except for abandonment of a patent application in favor of a patent application subsequently filed for purposes of continuing the prosecution of Patent Rights claiming the inventions included in the abandoned patent application), [***] shall cooperate provide [***] with Wyethwritten notice immediately upon the decision to not file or continue the prosecution of such patent application or maintenance of such patent. In such event, [***] shall permit [***], at Wyeth's expense[***] sole discretion, in any to file and/or continue prosecution and/or maintenance of such suit brought by Wyeth and shall have the right to consult with Wyeth and participate in and be represented by independent counsel in such litigation Joint Patent Rights at its [***] own expense. Wyeth If [***] elects to continue such prosecution or maintenance, it shall incur no liability to Trubion as a consequence notify [***] in writing of such litigation or any unfavorable decision resulting therefromwithin [***] of receipt of [***] written notice, including any decision holding any of the in which case, [***] shall assign to [***] such Joint Patent Rights invalid or unenforceable. Any recoveries obtained abandoned by Wyeth as a result of any proceeding against such Third Party infringer shall be allocated as follows: (i) Such recovery shall first be used to reimburse each Party for all out-of-pocket litigation expenses in connection with such litigation paid by that Party; and (ii) With respect to any remaining recovery, [*** *] and shall go to Wyeth execute such documents and perform such acts, at [*** shall go *] expense, as may be reasonably necessary to Trubion. Ifpermit [***] to file, after the expiration of the three (3) month period (or, if earlier, the date upon which Wyeth provides written notice that it does not plan to bring suit) Wyeth elects not to take action against a Third Party infringer of the prosecute and/or maintain such Joint Patent Rights and Trubion elects to bring an action, then Wyeth shall cooperate, at Trubion's expense, in such action. Trubion shall incur no liability to Wyeth as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any of the Joint Patent Rights invalid or unenforceable. Any recoveries obtained by Trubion shall go to TrubionRights.

Joint Patent Rights. With respect to any notice of a Third Party infringer of the Joint Patent Rights, the Joint Patent Committee shall meet as soon as reasonably practicable to discuss such infringement and determine an appropriate course of action. Wyeth shall have the first right but not the obligation to bring an action against such Third Party infringer or otherwise address such alleged infringement within *** from the date of notice and to control such litigation or other means of addressing such infringement. Wyeth shall be responsible for, and shall bear, all the out-of-pocket expenses of any suit brought by it claiming infringement of any such Joint Patent Rights; provided that Trubion shall reimburse Wyeth for *** of the out-of-pocket expenses incurred in connection therewith. Trubion shall cooperate with Wyeth, at Wyeth's expense, in any such suit brought by Wyeth and shall have the right to consult with Wyeth and participate in and be represented by independent counsel in such litigation at its own expense. Wyeth shall incur no liability to Trubion as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any of the Joint Patent Rights invalid or unenforceable. Any recoveries obtained by Wyeth as a result of any proceeding against such Third Party infringer shall be allocated as follows: (iI) Such recovery shall first be used to reimburse each Party for all out-of-pocket litigation expenses in connection with such litigation paid by that Party; and (iiII) With respect to any remaining recovery, *** shall go to Wyeth and *** shall go to Trubion. If, after the expiration of the three (3) month period (or, if earlier, the date upon which Wyeth provides written notice that it does not plan to bring suit) Wyeth elects not to take action against a Third Party infringer of the Joint Patent Rights and Trubion elects to bring an action, then Wyeth shall cooperate, at Trubion's expense, in such action. Trubion shall incur no liability to Wyeth as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any of the Joint Patent Rights invalid or unenforceable. Any recoveries obtained by Trubion shall go to Trubion.

Joint Patent Rights. With respect (a) Mersana shall have the sole right, at its sole expense, to any notice determine the appropriate course of a Third Party infringer of action to enforce Joint Patent Rights, or otherwise to xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Joint Patent Rights, the Joint Patent Committee shall meet as soon as reasonably practicable to discuss such infringement and determine an appropriate course of action. Wyeth shall have the first right but not the obligation to bring an control any litigation or other enforcement action against such Third Party infringer or otherwise address such alleged infringement within *** from the date of notice and to control enter into, or permit, the settlement of any such litigation or other means enforcement action with respect to the Joint Patent Rights, in each case in connection with any product that is competitive with any product Developed or Commercialized by or on behalf of addressing such infringementMersana (except a Competitive Infringement). Wyeth shall be responsible for, and shall bear, all All monies recovered upon the out-of-pocket expenses final judgment or settlement of any such suit brought by it claiming infringement of to enforce any such Joint Patent Rights; provided that Trubion Rights shall reimburse Wyeth be allocated first to Mersana to the extent necessary to compensate it for *** of its expenses in its enforcement, second to Xxxxxxx to the out-of-pocket extent necessary to compensate it for its expenses incurred in connection therewithcooperating with Mersana in its enforcement (to the extent not otherwise reimbursed), and finally any remaining amounts shall be retained by Mersana. Trubion Xxxxxxx shall fully cooperate with WyethMersana, at Wyeth's Mersana’s expense, in any such suit brought by Wyeth and shall have the right action to consult with Wyeth and participate in and be represented by independent counsel in such litigation at its own expense. Wyeth shall incur no liability to Trubion as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any of enforce the Joint Patent Rights invalid or unenforceable. Any recoveries obtained by Wyeth in connection therewith, including being joined as a result party to such action if necessary. (b) Xxxxxxx shall have the sole right, at its sole expense, to determine the appropriate course of action to enforce Joint Patent Rights, or otherwise to xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Joint Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any proceeding against such Third Party infringer litigation or other enforcement action with respect to the Joint Patent Rights, in each case in connection with any product that is competitive with any product Developed or Commercialized by or on behalf of Xxxxxxx, including a Competitive Infringement. All monies recovered upon the final judgment or settlement of any such suit to enforce any such Joint Patent Rights shall be allocated as follows: (i) Such recovery shall first be used to reimburse each Party Xxxxxxx to the extent necessary to compensate it for all out-of-pocket litigation its expenses in connection its enforcement, second to Mersana to the extent necessary to compensate it for its expenses in cooperating with such litigation paid by that Party; and Xxxxxxx in its enforcement (ii) With respect to the extent not otherwise reimbursed), and finally any remaining recoveryamounts shall be retained by Xxxxxxx. Mersana shall fully cooperate with Xxxxxxx, *** shall go at Xxxxxxx’x expense, in any action to Wyeth and *** shall go to Trubion. If, after the expiration of the three (3) month period (or, if earlier, the date upon which Wyeth provides written notice that it does not plan to bring suit) Wyeth elects not to take action against a Third Party infringer of enforce the Joint Patent Rights and Trubion elects to bring an actionin connection therewith, then Wyeth shall cooperate, at Trubion's expense, in such action. Trubion shall incur no liability to Wyeth including being joined as a consequence of party to such litigation or any unfavorable decision resulting therefrom, including any decision holding any of the Joint Patent Rights invalid or unenforceable. Any recoveries obtained by Trubion shall go to Trubionaction if necessary.

Joint Patent Rights. With All decisions relating to Enforcement Actions with respect to any notice Joint Patent Rights shall be made by the JPC. Upon the identification by a Party of an actual, alleged or threatened infringement or attack on the validity or enforceability of a Third Party infringer of Joint Patent Right, or upon a Party’s request to the JPC to consider prosecuting or defending an Enforcement Action with respect to Joint Patent Rights, the Joint Patent Committee shall meet as soon as reasonably practicable to JPC shall: (i) promptly discuss such infringement and determine an appropriate course of action. Wyeth shall have infringement, attack or Enforcement Action; (ii) promptly discuss the first right but not the obligation to bring an action against such Third Party infringer strategy for enforcing or otherwise address such alleged infringement within *** from the date of notice and to control such litigation or other means of addressing such infringement. Wyeth shall be responsible for, and shall bear, all the out-of-pocket expenses of any suit brought by it claiming infringement of any defending such Joint Patent Rights; provided that Trubion shall reimburse Wyeth and (iii) designate a Party (the Responsible Party) to be responsible for *** implementing the decisions of the out-of-pocket JPC with respect to such infringement, attack or Enforcement Action. The Responsible Party shall, using outside counsel reasonably acceptable to both Parties, implement the decisions of the JPC regarding such Enforcement Action. Save as provided in this Article 10.7(b)(v), all expenses incurred in connection therewithrelation to any such Enforcement Action shall be [***] [Confidential Treatment Required]. Trubion The non-Responsible Party shall cooperate [***] [Confidential Treatment Required] cooperate, as requested by the JPC or the Responsible Party, in such Enforcement Action, including joining any such Enforcement Action. The Responsible Party shall keep the JPC informed of the progress of any such Enforcement Action. The Responsible Party shall keep the JPC advised of all communications, actual and prospective filings or submissions regarding any such Enforcement Action, and provide the JPC with Wyethan opportunity to review and comment on any such communications, at Wyeth's expense, filing and submissions proposed to be made by the Responsible Party. The Responsible Party shall not settle or consent to a judgment in any such suit brought Enforcement Action with respect to Joint Patent Rights, unless approved by Wyeth and the JPC [***] [Confidential Treatment Required]. Notwithstanding the foregoing, if a Party does not wish to [***] [Confidential Treatment Required] of prosecuting any such Enforcement Action, the other Party shall have the right to consult prosecute such Enforcement Action, through counsel of its choosing, without the consent of such first Party or the JPC, provided that the other Party shall [***] [Confidential Treatment Required]. If a Party elects to initiate or continue prosecuting an Enforcement Action as provided in the preceding sentence, the other Party shall, and shall cause its Affiliates to, (x) [***] [Confidential Treatment Required] cooperate with Wyeth such first Party in this regard, and participate (y) promptly release or assign to the other Party, without consideration, all right, title and interest in and be represented by independent counsel in to such litigation at its own expense. Wyeth shall incur no liability to Trubion as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any of the Joint Patent Rights invalid Rights. For clarity, neither Party shall have the right to not fund, or unenforceable. Any recoveries obtained to cease defending, an Enforcement Action brought by Wyeth as a result of any proceeding against such Third Party, except with respect to a counterclaim brought by a Third Party infringer shall be allocated as follows: (i) Such recovery shall first be used to reimburse each Party for all out-of-pocket litigation expenses in connection with an Enforcement Action as to which such litigation paid by that Party; and (ii) With respect to any remaining recovery, *** shall go to Wyeth and *** shall go to Trubion. If, after the expiration of the three (3) month period (or, if earlier, the date upon which Wyeth provides written notice that it does not plan to bring suit) Wyeth elects Party previously exercised its right not to take action against a Third Party infringer of the Joint Patent Rights and Trubion elects to bring an action, then Wyeth shall cooperate, at Trubion's expense, in such action. Trubion shall incur no liability to Wyeth as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any of the Joint Patent Rights invalid or unenforceable. Any recoveries obtained by Trubion shall go to Trubionfund.