Other Actions by Third Parties. Separate from Prosecution Proceedings, each Party will promptly notify the other Party in the event of any legal action by any Third Party involving any BioNTech Patent Right or Research Program Patent Right of which it becomes aware, including any nullity, revocation, declaratory judgment, interference, inter partes reexamination, reexamination or compulsory license proceeding. The right to defend against any such action shall be with the Party controlling the filing, prosecution and maintenance of the affected Patent Right (as determined in accordance with Section 7.3.1), and the provisions of Section 7.3.1 shall apply mutatis mutandis in respect of such defense. If any such action has been instituted by any Third Party in response to, or in connection with, any Enforcement Action pursuant to Section 7.3.2, or any Enforcement Action is to be pursued as a consequence of such action being instituted by any Third Party, the Party controlling the Enforcement Action and the Party controlling the defense shall work together and closely align their enforcement and defense strategy, which may include the (joint) appointment of the same patent counsel for all concurrent Third Party litigation and patent office proceedings taking into account the impact on enforcement and potential for revenues relating to such Patent Rights, and in the absence of agreement, the enforcing Party shall have the final say over the Prosecution Proceedings in so far as the Prosecution Proceeding will adversely impact the ongoing enforcement of such right, subject to having given good faith consideration to the comments and suggestions of the prosecuting Party. Further details of such joint proceeding may be agreed between the Parties from time to time.
Other Actions by Third Parties. Each Party will promptly notify the other Party in the event of any legal or administrative action by any Third Party involving any Spark Patent Right, Research Program Patent Right or Joint Patent Right in relation to any Licensed Product of which it becomes aware, including any nullity, revocation, interference, reexamination or compulsory licensing proceeding. Pfizer will have the first right, but not the obligation, to defend against any such action involving any Spark Patent Right, Research Program Patent Right and Joint Patent Right, in its own name or Spark’s name (to the extent permitted by Applicable Law), and any such defense will be at Pfizer’s expense. Spark, at Pfizer’s request, agrees to join in any such action at Pfizer’s expense and in any event to cooperate with Pfizer at Pfizer’s expense. Spark will have the right to consult with Pfizer about such litigation and to participate in and be represented by independent counsel in such litigation at Spark’s expense. If Pfizer fails to defend against any such action, then Spark will have the right to defend such action, in its own name, and any such defense will be at Spark’s expense. Neither Party will, without the prior written consent of the other Party, not to be unreasonably withheld, enter into any compromise or settlement relating to such litigation that (a) admits the invalidity or unenforceability of any Spark Patent Right, Research Program Patent Right and Joint Patent Right or (b) requires the abandonment any Spark Patent Right, Research Program Patent Right and Joint Patent Right.
Other Actions by Third Parties. Each Party shall promptly notify the other Party in the event of any legal or administrative action by any Third Party involving any Palatin Patent Right in the Territory or Joint Patent Right anywhere in the world of which it becomes aware, including any nullity, revocation, interference, reexamination or compulsory license proceeding. AMAG shall have the first right, but no obligation, to defend against any such action involving any Palatin Patent Right in the Territory or Joint Patent Right anywhere in the world, in its own name (to the extent permitted by applicable Law), and any such defense shall be at AMAG’s reasonable expense, subject to Palatin’s indemnification obligations under Section 10. Palatin, upon AMAG’s request, agrees to join in any such action at AMAG’s expense and in any event to cooperate with AMAG at AMAG’s expense. If AMAG fails to defend against any such action involving a Palatin Patent Right or Joint Patent Right, then Palatin shall have the right to defend such action, in its own name, and any such defense shall be at Palatin’s expense. In such event, AMAG, upon Palatin’s request, shall reasonably cooperate with Palatin in any such action at Palatin’s expense.
Other Actions by Third Parties. Each Party will promptly notify the other Party in the event of any legal or administrative action by any Third Party involving any Sangamo Patent Right or Licensed Research Program Patent Right of which it becomes aware, including any nullity, revocation, interference, reexamination or compulsory license proceeding. Sangamo will have the sole right, but no obligation, to defend against any such action involving any Sangamo Patent Right, in its own name (to the extent permitted by applicable Law), and any such defense will be at Sangamo’s expense. Sangamo will have the first right, but no obligation, to defend against any such action involving any Licensed Research Program Patent Right other than a Research Program Clinical Candidate Patent Right, in its own name (to the extent permitted by applicable Law), and any such defense will be at Sangamo’s expense. Pfizer, upon Sangamo’s request, agrees to join in any such action at Sangamo’s expense and in any event to cooperate with Sangamo at Sangamo’s expense. If Sangamo fails to defend against any such action involving a Licensed Research Program Patent Right, then Pfizer will have the right to defend such action, in its own name, and any such defense will be at Pfizer’s expense. Pfizer will have the first right, but no obligation, to defend against any such action involving any Research Program Clinical Candidate Patent Right, in its own name (to the extent permitted by applicable Law), and any such defense will be at Pfizer’s expense. Sangamo, upon Pfizer’s request, agrees to join in any such action at Pfizer’s expense and in any event to cooperate with Pfizer at Pfizer’s expense. If Pfizer fails to defend against any such action involving a Research Program Clinical Candidate Patent Right, then Sangamo will have the right to defend such action, in its own name, and any such defense will be at Sangamo’s expense.
Other Actions by Third Parties. 10.3.1. Each Party shall promptly notify the other Party in the event of any legal or administrative action by any Third Party involving any Licensed Patent of which it becomes aware, including any nullity, revocation, inter partes review, interference, reexamination or compulsory license proceeding. Subject to the provisions of any Third Party license agreement under which Xxxxxxx’s rights in any Licensed Patent are sublicensed to Moderna hereunder, Moderna shall have the first right, but no obligation, to defend against any such action involving any Licensed Patent in its own name (to the extent permitted by Applicable Law), and any such defense shall be [**]. Carisma, upon Xxxxxxx’s request, agrees to join in any such action at Moderna’s expense and in any event to cooperate with Moderna [**]. If Moderna fails to defend against any such action involving a Licensed Patent, then Carisma shall have the right, but no obligation, to defend such action, in its own name, and any such defense shall be [**]. In such event, Moderna, upon Xxxxxxx’s request, shall reasonably cooperate with Carisma in any such action [**].
10.3.2. Moderna shall have the sole right, but not the obligation, to defend any legal or administrative action by any Third Party involving any Patents owned or Controlled by Moderna (including Moderna Platform Program Patents but excluding, for clarity, Licensed Patents, the enforcement of which are addressed by Section 10.3.1) of which it becomes aware, including any nullity, revocation, interference, inter partes review, reexamination or compulsory license proceeding.
Other Actions by Third Parties. Each Party shall promptly notify the other Party in the event of any legal or administrative action by any Third Party involving any LipimetiX Patent Right or Product Patent Right of which it becomes aware, including any nullity, revocation, interference, reexamination or compulsory license proceeding. Anji Pharma shall have the first right, but no obligation, to control the defense against any such action involving any LipimetiX Patent Right or Product Patent Right in the Territory, in its own name (to the extent permitted by Applicable Law), and any such defense shall be at Anji Pharma’s sole cost and expense, subject to LipimetiX’s indemnification obligations under Article 10 and any rights of UABRF. LipimetiX, upon Anji Pharma’s request, agrees to join in any such action at Anji Pharma’s sole cost and expense and in any event to reasonably cooperate and cause its Affiliates and Third Party licensors to reasonably cooperate with Anji Pharma at Anji Pharma’s sole cost and expense. If Anji Pharma fails to commence action for such defense (including investigative actions) against any such action involving a LipimetiX Patent Right or Product Patent Right within ninety (90) days after receiving notice of such action, then LipimetiX shall have the right to control the defense of such action, in its own name, and any such defense shall be at LipimetiX’s sole cost and expense. In such event, Anji Pharma, upon LipimetiX’s request, shall reasonably cooperate with LipimetiX in any such action at LipimetiX’s sole cost and expense.
Other Actions by Third Parties. Each Party will promptly notify the other Party in the event of any legal or administrative action by any Third Party involving any Licensed Patent Right or Pfizer Developed CTP IP of which it becomes aware, including any nullity, opposition, revocation, interference, reexamination or compulsory licensing proceeding. Pfizer will have the first right, but not the obligation, to defend against any such action involving any Licensed Patent Right, in its own name (to the extent permitted by Applicable Law) or OPKO’s name, and any such defense will be at Pfizer’s expense. OPKO, at Pfizer’s request, agrees to join in any such action at Pfizer’s expense and in any event to cooperate with Pfizer at Pfizer’s expense. If Pfizer fails to defend against any such action involving a Licensed Patent Right, then OPKO will have the right to defend such action, in its own name, and any such defense will be at OPKO’s expense. Pfizer shall keep OPKO reasonably apprised of the status of such Actions and shall allow OPKO a reasonable opportunity and reasonable time to review and comment regarding substantive communications and shall give due consideration to any reasonable comments offered by OPKO. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.
Other Actions by Third Parties. Each Party will promptly notify the other Party in the event of any legal or administrative action by any Third Party involving any exclusively licensed or assigned Patent Right of which it becomes aware, including any nullity, revocation, interference, reexamination or compulsory licensing proceeding. Each will have the first right, but not the obligation, to defend against any such action involving any Patent Right that it is prosecuting or maintaining, in its own name (to the extent permitted by Applicable Law) or other Party’s name, and any such defense will be at its expense. Each Party, at the prosecuting Party’s request, agrees to join in any such action at the prosecuting Party’s expense and in any event to cooperate with prosecuting Party at the prosecuting Party’s expense. If the prosecuting Party fails to defend against any such action involving an exclusively licensed or assigned Patent Right, then the other Party will have the right to defend such action, in its own name, and any such defense will be at the other Party’s expense.
Other Actions by Third Parties. Each Party will promptly notify the other Party in the event of any legal or administrative action by any Third Party involving any Licensed Patent Rights of which it becomes aware, including any nullity, revocation, interference, reexamination, inter partes review, post grant review or compulsory licensing proceeding. Axsome will have the first right, but not the obligation, to defend against any such action involving any Licensed Patent Rights, in its own name or Licensee’s name (to the extent permitted by Applicable Law), and any such defense will be at Licensee’s expense. Licensee, at Axxxxx’s request, agrees to join in any such action at Licensee’s expense and in any event to cooperate with Axsome at Licensee’s expense. If Axxxxx fails to defend against any such action involving a Licensed Patent Right, then Licensee will have the right to defend such action, in its own name and at its own expense.
Other Actions by Third Parties. Each Party will promptly notify the other Party in the event of any legal or administrative action by any Third Party involving any Theravance Patent Right or Joint Patent Right of which it becomes aware, including any nullity, revocation, interference, reexamination, compulsory license proceeding, or any action taken relating to the Xxxx-Xxxx Act. Theravance will have the first right, but no obligation, to defend against or otherwise control any such action involving any Theravance Patent Right or Joint Patent Right, in its own name (to the extent permitted by applicable Law), and any such defense or action will be at Theravance’s expense. Pfizer, upon Theravance’s request, agrees to join in any such action at Theravance’s expense and in any event to cooperate with Theravance at Theravance’s expense. If Theravance fails to defend against any such action involving a Theravance Patent Right or Joint Patent Right, then Pfizer will have the right to defend such action, in its own name, and any such defense will be at Pfizer’s expense.
