Parties’ Patent Rights Sample Clauses

Parties’ Patent Rights. If any MacroGenics Product Patent or Joint Patent becomes the subject of any proceeding commenced by a Third Party within the Territory in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, interference or other attack upon the validity, title or enforceability thereof (a “Third Party Patent Challenge”) (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, an action for infringement against a Third Party under Section 7.6, in which case the provisions of Section 7.6 shall govern), then the Party responsible for filing, preparing, prosecuting and maintaining such Patent as set forth in Section 7.3 hereof, shall control such defense at its own expense. The controlling Party shall permit the non-controlling Party to participate in the proceeding to the extent permissible under Applicable Law, and to be represented by its own counsel in such proceeding, at the non-controlling Party’s expense. If either Party decides that it does not wish to defend against such action, then the other Party shall have a backup right to assume defense of such Third Party action at its own expense. Any awards or amounts received in defending any such Third Party action shall be allocated between the Parties as provided in Section 7.5(e). MacroGenics shall have the sole discretion whether to defend and shall solely control any defense of a Platform Patent which is the subject of a Third Party Patent Challenge; provided that MacroGenics shall keep Provention reasonably informed regarding such enforcement and shall consider Provention’s comments regarding such enforcement in good faith.

Parties’ Patent Rights. If any Licensed [***] Patents, Licensed Product Improvement Patent, Ultragenyx [***] Patents, Option Product Patent, Option Product Improvement Patent, Ultragenyx Pipeline Patent, Ultragenyx Pipeline Improvement Patent, or Joint Patent becomes the subject of any proceeding commenced by a Third Party within the Territory in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, interference or other attack upon the validity, title or enforceability thereof (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, an action for infringement against a Third Party under Section 12.6, in which case the provisions of Section 12.6 shall govern), then the Party responsible for filing, preparing, prosecuting and maintaining such Patent as set forth in Section 12.3, shall control such defense at its own cost and expense. The controlling Party shall permit the non-controlling Party to participate in the proceeding to the extent permissible under Applicable Laws, and to be represented by its own counsel in such proceeding, at the non-controlling Party’s expense. If the controlling Party decides that it does not wish to defend against such action, then the other Party shall have a backup right to assume defense of such Third-Party action at its own expense. Any awards or amounts received in defending any such Third-Party action shall be allocated between the Parties as provided in Section 12.6(d).

Parties’ Patent Rights. If any Fortis Patent Right becomes the subject of any proceeding commenced by a Third Party in connection with an inter partes review, post-grant review, opposition, reexamination request, action for declaratory judgment, nullity action, interference or other attack upon the validity, title or enforceability thereof (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, an action for infringement against a Third Party under Section 8.8, in which case the provisions of Section 8.8 will govern), then the Party responsible for filing, preparing, prosecuting and maintaining such Patent Right as set forth in Section 8.4 hereof, [*]. If such Party decides that it does not wish to defend against such action, then the other Party [*]; provided, that if FibroGen is the Party filing, preparing, prosecuting and maintaining such Patent Right and makes a decision to not defend such action upon a good faith, bona fide rationale for strategic reasons in the best interest of the Fortis Patent Right portfolio [*]. The controlling Party will permit the non-controlling Party to participate in the proceeding to the extent permissible under Applicable Law, and to be represented by its own counsel in such proceeding, [*]. Without limiting the foregoing, the controlling Party will provide the non-controlling Party a reasonable opportunity to review and comment on the controlling Party’s activities with respect to such proceeding, including by promptly providing the non-controlling Party with a copy of all communications from or relating to any patent authority or court with respect to such proceeding, and by providing drafts of all filings or responses to be made to such patent authorities and instructions relating thereto [*] to submitting such filings, responses or instructions to give the non-controlling Party an opportunity to review and comment. The controlling Party will implement all reasonable comments from the non-controlling Party regarding such communications and drafts and will comply with any timely reasonable requests by the non-controlling Party to the controlling party with respect to such proceeding.

Parties’ Patent Rights. If a Cubist Patent, a Chiron patent or a Joint Patent becomes the subject of any proceeding commenced by a Third Party in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, interference or other attack upon the validity, title or enforceability thereof, then the Party responsible for the prosecution of such Cubist Patent, such Chiron Patent or such Joint Patent pursuant to Section 8.2 hereof shall control such action at the sole cost or expense of the controlling Party unless the Parties otherwise agree in writing. The controlling Party will permit the non-controlling Party to participate in the proceeding to the extent permissible under law, and to be represented by its own counsel in such proceeding, at the non-controlling Party’s expense. If either Party decides that it does not wish to defend against such action, then the other Party shall have a backup right to assume defense of such Third Party action at its own expense. Any awards or amounts received in defending any such Third Party action shall be allocated between the Parties as provided in Section 8.4(e) as if the Party conducting such opposition were the Party that brought an action against an alleged infringer.

Parties’ Patent Rights. If any Metsera First Right Patent Right becomes the subject of any proceeding commenced by a Third Party within the Territory in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, interference, inter partes reviews, post-grant reviews or other attack upon the patentability, validity, title or enforceability thereof (a “Third Party Patent Challenge”) (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, an action for infringement against a Third Party under Section 9.5 (Patent Enforcement) in which case the provisions of such Section will govern), then Metsera will control such defense at its own expense. Metsera will permit D&D to participate in the proceeding to the extent permissible under Applicable Law, and to be represented by its own counsel in such proceeding, at D&D’s expense. If Xxxxxxx decides that it does not wish to defend against such action that it controls, then D&D will have a step-in right to assume defense of such Third Party action at its own expense. Any awards or amounts received in defending any such Third Party action will be allocated between the Parties as provided in Section 9.5.2(c) (Recoveries).

Parties’ Patent Rights. If a Versartis Patent, Teijin Patent, or Joint Patents becomes the subject of any proceeding commenced by a Third Party within the Territory in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, invalidation action, interference, or other attack upon the validity, title, or enforceability thereof (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, an action for infringement against a Third Party under Section 10.5, in which case the provisions of Section 10.5 shall govern), then the Party responsible for filing, preparing, prosecuting, and maintaining such Patent as set forth in Section 10.3 shall control such defense, provided, however, that the costs associated with such defense shall be borne by the controlling Party. The controlling Party shall permit the non-controlling Party to participate in the proceeding to the extent permissible under Applicable Law, and to be represented by its own counsel in such proceeding, at the non-controlling Party’s expense. If either Party decides that it does not wish to defend against such action, then the other Party shall have a backup right to assume defense of such Third-Party action at its own expense. Any awards or amounts received in defending any such Third-Party action shall be allocated between the Parties as provided in Section 10.5.6.

Parties’ Patent Rights. If a Gilead Patent or a GSK Patent becomes the subject of any proceeding commenced by a Third Party within the GSK Territory in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, interference or other attack upon the validity, title or enforceability thereof, then the Party owning or Controlling such Patent shall control such defense at its sole cost; provided that if such action relates to a Joint Patent, the Parties shall confer and determine which Party shall control such action. The controlling Party shall permit the non-controlling Party to participate in the proceeding to the extent permissible under law, and to be represented by its own counsel in such proceeding, at the non-controlling Party's expense. If either Party decides that it does not wish to defend against such action, then the other Party shall have a backup right to assume defense of such Third-Party action at its own expense. Any awards or amounts received in defending any such Third-Party action shall be allocated [ * ].

Parties’ Patent Rights. If a PharmaMar Prosecuted Patent in the Jazz Territory, or a Joint Generic Patent anywhere in the world, becomes the subject of any proceeding commenced by a Third Party in connection with an opposition, reexamination request, nullity action, interference or other attack upon the validity, title or enforceability thereof (except insofar as such action is brought by the Third Party in an action for Competitive Infringement, in which case the provisions of Section 10.4 shall govern), then PharmaMar shall control such defense at its own cost. If a Jazz Generic Patent in the Jazz Territory, or a Joint Specific Combination Patent anywhere in the world becomes the subject of any proceeding commenced by a Third Party in connection with an opposition, reexamination request, nullity action, interference or other attack upon the validity, title or enforceability thereof (except insofar as such action is brought by the Third Party in an action for Competitive Infringement, in which case the provisions of Section 10.4 shall govern), then Jazz shall control such defense, at its own cost. The controlling Party shall permit the non-controlling Party to participate in the proceeding to the extent permissible under Applicable Law, and to be represented by its own counsel in such proceeding, at the non-controlling Party’s expense. If either Party decides that it does not wish to defend against such action, then the other Party shall have the backup right to assume defense of such Third Party action at its own expense.

Parties’ Patent Rights. If a Aquinox Patent, Astellas Collaboration Patent or Joint Patent becomes the subject of any proceeding commenced by a Third Party within the [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXECUTION VERSION Territory in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, invalidation action, interference, or other attack upon the validity, title, or enforceability thereof (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, an action for infringement against a Third Party under Section 10.6, in which case the provisions of Section 10.6 shall govern), then the Party responsible for filing, preparing, prosecuting, and maintaining such Patent as set forth in Section 10.4 shall control such defense, provided, however, that the costs associated with such defense shall be borne by the controlling Party. The controlling Party shall permit the non-controlling Party to participate in the proceeding to the extent permissible under Applicable Law, and to be represented by its own counsel in such proceeding, at the non-controlling Party’s expense. If either Party decides that it does not wish to defend against such action, then the other Party shall have a backup right to assume defense of such Third-Party action at its own expense. Any awards or amounts received in defending any such Third-Party action shall be allocated between the Parties as provided in Section 10.6.3.6.

Parties’ Patent Rights. If a Kite Patent or Collaboration Patent becomes the subject of any proceeding commenced by a Third Party within the Territory in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, invalidation action, interference, or other attack upon the validity, title, or enforceability thereof (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, an action for infringement against a Third Party under Section 10.5, in which case the provisions of Section 10.5 shall govern), then the Party responsible for filing, preparing, prosecuting, and maintaining such Patent as set forth in Section 10.3 shall have the right to control such defense at […***…]. The controlling Party shall permit the non-controlling Party to participate in the proceeding to the extent permissible under Applicable Law, and to be represented by its own counsel in such proceeding, at […***…] expense. If either Party decides that it does not wish to defend against such action, then, to the extent the other Party has a backup prosecution right under Section 10.3, such other Party shall have a backup right to assume defense of such Third-Party action at […***…]. Any awards or amounts received in defending any such Third-Party action shall be allocated between the Parties as provided in Section 10.5.5.