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. 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 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. 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.