Common use of Licensee’s Enforcement Rights Clause in Contracts

Licensee’s Enforcement Rights. If (a) Licensor notifies Licensee that Licensor does not intend to take any action in respect of any matter described in Clause 9.2 above or three (3) months have elapsed since notice of a matter described in Clause 9.2 was provided by one Party to the other without Licensor taking any action and that matter relates to: (i) a Perpetually Licensed IP Right; and (ii) a country in the Territory in which Licensee or an Affiliate of Licensee operates; or (b) the matter relates to or, in Licensee’s reasonable opinion, will impact a Alcon Product which the Licensee has Commercialised or intends to Commercialise within twenty-four (24) months from the date Licensee provided notice of the matter (or such time as otherwise agreed by the Parties on a case-by-case basis) described in Clause 9.2, then under either (a) or (b) Licensee may take action in its own name in respect of that matter and control any resulting claim(s), action(s) and proceeding(s), provided that, prior to taking any material action or decision with regards to that matter (including commencing any claim(s), action(s) or proceeding(s) or settling any dispute) Licensee shall consult in good faith with Licensor, shall seek Licensor’s consent for that material action or decision (such consent not to be unreasonably withheld) and shall not take any such action or decision without that consent. If Licensee (or its Representatives) takes any action or decision in respect of a matter under this Clause 9.4 that Licensor has not consented to, Licensee shall indemnify Licensor and its Representatives against all Costs or other liabilities as a result of that action or decision. For the avoidance of doubt, the Parties acknowledge that it shall not be unreasonable for Licensor to withhold its consent under this Clause 9.4 to the extent that Licensee’s taking of the relevant material action or decision would be detrimental to the business of Licensor or any Affiliate of Licensor (including in respect of its relationship with any of its suppliers or customers).

Licensee’s Enforcement Rights. If (a) Licensor notifies Licensee that Licensor does not intend to take any action in respect of any matter described in Clause 9.2 above or three (3) months have elapsed since notice of a matter described in Clause 9.2 was provided by one Party to the other without Licensor taking any action and that matter relates to: (i) a Perpetually Licensed IP Right; and (ii) a country in the Territory in which Licensee or an Affiliate of Licensee operates; or (b) the matter relates to or, in Licensee’s reasonable opinion, will impact a Alcon Novartis Product which the Licensee has Commercialised or intends to Commercialise within twenty-four (24) months from the date Licensee provided notice of the matter (or such time as otherwise agreed by the Parties on a case-by-case basis) described in Clause 9.2, then under either (a) or (b) Licensee may take action in its own name in respect of that matter and control any resulting claim(s), action(s) and proceeding(s), provided that, prior to taking any material action or decision with regards to that matter (including commencing any claim(s), action(s) or proceeding(s) or settling any dispute) Licensee shall consult in good faith with Licensor, shall seek Licensor’s consent for that material action or decision (such consent not to be unreasonably withheld) and shall not take any such action or decision without that consent. If Licensee (or its Representatives) takes any action or decision in respect of a matter under this Clause 9.4 that Licensor has not consented to, Licensee shall indemnify Licensor and its Representatives against all Costs or other liabilities as a result of that action or decision. For the avoidance of doubt, the Parties acknowledge that it shall not be unreasonable for Licensor to withhold its consent under this Clause 9.4 to the extent that Licensee’s taking of the relevant material action or decision would be detrimental to the business of Licensor or any Affiliate of Licensor (including in respect of its relationship with any of its suppliers or customers).

Licensee’s Enforcement Rights. If (a) Licensor notifies With respect to any actual, potential, or alleged infringement of the Patent Rights, which shall include, to the extent permitted under applicable law, Licensee that Licensor does shall have the first and primary right, but not intend the obligation, to take at its expense, initiate, prosecute, and control any action or legal proceedings, and/or enter into a settlement, including any declaratory judgment action, with respect thereto. In the event Licensor provides Licensee with an SRA Notice during the SRA Notice [***]Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect of any matter described to this information. Licensee: AEMase Inc. CONFIDENTIAL Exclusive PLA Period, Licensee shall not file an infringement lawsuit against the third party identified in Clause 9.2 above or three (3) months have elapsed since notice of a matter described in Clause 9.2 was provided by one Party to the other without Licensor taking any action and that matter relates to: (i) a Perpetually Licensed IP Right; and (ii) a country in the Territory in which Licensee or an Affiliate of Licensee operates; or (b) the matter relates to or, in Licensee’s reasonable opinion, will impact a Alcon Product which the Licensee has Commercialised or intends to Commercialise within twenty-four (24) months such SRA Notice for at least [***] from the date of such SRA Notice. In any such litigation brought by Licensee, Licensee provided notice shall have the right to use and xxx in Licensor’s name and join Licensor as a party to such litigation, only with the prior written consent of Licensor; and Licensor shall cooperate reasonably with respect thereto, as requested and expense of Licensee. It within one hundred eighty (180) Calendar Days of the matter (notice in Section 9.1, Licensee shall not have brought and shall not be diligently prosecuting an infringement or other action with respect to such time as otherwise agreed by the Parties on a case-by-case basis) described in Clause 9.2actual, potential, or alleged infringement, then under either (a) Licensor shall have the right, at its expense, to bring suit to enforce such. Patent Rights against such actual, alleged, or (b) Licensee may take action in potential infringer, at its own name in respect of that matter and control any resulting claim(s)expense, action(s) and proceeding(s)unless Licensee has provided Licensor with a mutually agreeable reasonable strategic rationale for not taking action to terminate such actual, provided thatpotential, prior to taking any material action or decision with regards to that matter (including commencing any claim(s)alleged infringement, action(s) or proceeding(s) or settling any dispute) Licensee shall consult in good faith with Licensor, shall seek Licensor’s consent for that material action or decision (such consent not to be unreasonably withheld) denied Notwithstanding the foregoing, Licensor shall not, and shall not take permit any third party to proceed against an alleged infringer of the Patent Rights in the Territory (1) unless significant damages are reasonably expected to be recovered from the infringer in such action or decision proceeding and (2) without that consent. If first consulting with Licensee (or its Representatives) takes any action or decision regarding the strategy for such proceeding and considering in respect of a matter under this Clause 9.4 that Licensor has not consented to, Licensee shall indemnify Licensor and its Representatives against all Costs or other liabilities as a result of that action or decision. For the avoidance of doubt, the Parties acknowledge that it shall not be unreasonable for Licensor to withhold its consent under this Clause 9.4 to the extent that good faith Licensee’s taking of the relevant material action or decision would be detrimental to the business of Licensor or any Affiliate of Licensor (including in respect of its relationship with any of its suppliers or customers)comments regarding such proceeding.