Common use of Parties’ Patent Rights Clause in Contracts

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 MacroGenics Product an Affymax Patent, Joint Patent or Joint Takeda Patent becomes the subject of any proceeding commenced by a Third Party within the Licensed 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 7.69.5, in which case the provisions of Section 7.6 9.5 shall govern), then the Party responsible for filing, preparing, prosecuting and maintaining owning or otherwise Controlling such Patent as set forth shall promptly notify the other Party of such effect and discuss with the other Party how to defend such proceedings. The Party owning or otherwise Controlling such Patent shall, in Section 7.3 hereofclose communication and discussion with the other Party, control such defense and shall solely bear the costs of such defense; provided that if such action relates to a Joint Patent, the Parties shall confer and determine which Party shall control such defense at its own expenseaction and bear the associated costs. The controlling Party shall permit the non-controlling Party to participate in the proceeding to the extent permissible under Applicable 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 's expense. Any awards or amounts received in defending any such Third Third-Party action action, if any, shall be first allocated between to reimburse the Parties as provided Parties' respective expenses in Section 7.5(e). MacroGenics such action, and any remaining amounts 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 faithbe [*].

Parties’ Patent Rights. If any MacroGenics Product Virobay 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 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. counterclaim to or defense of, or accompanies a defense of, an action for infringement against a Third Party under Section 7.69.4 or 9.5, in which case the provisions of Section 7.6 9.4 or 9.5, as applicable, shall govern), then the Party then-responsible for filing, preparing, prosecuting the prosecution and maintaining maintenance of such Patent as set forth in Section 7.3 hereof, shall control such defense. Each Party shall be responsible for all reasonable and documented costs and expenses incurred by such Party in any defense at its own expensecontrolled by such Party under this Section 9.8. The controlling Party shall permit the non-controlling Party to participate in the proceeding to the extent permissible under Applicable Lawapplicable Laws, 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 Third-Party action at its own expense. Any awards or amounts received in defending any such Third Third-Party action shall be allocated between the Parties as provided in Section 7.5(e9.4(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 MacroGenics Product Takeda Compound Patent, Joint Patent or Joint Licensee Patent has become by the Effective Date or becomes on or after the Effective Date 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 7.69.5, in which case the provisions of Section 7.6 9.5 shall govern), then the Party responsible for filing, preparing, prosecuting and maintaining such Patent as set forth in Section 7.3 hereof9.3, 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 legal 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(e9.5(d). MacroGenics shall have the sole discretion whether to defend and shall solely control any defense A list of a Platform Patent which is the subject of proceedings commenced by 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.connection with an opposition, reexamination request, action for declaratory judgment, nullity action, interference or other attack upon the validity, title or enforceability thereof before the Effective Date is attached hereto as Exhibit D.

Parties’ Patent Rights. If any MacroGenics Product Takeda Compound Patent, Joint Patent or Joint Licensee 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 7.69.5, in which case the provisions of Section 7.6 9.5 *** Certain Confidential Information Omitted shall govern), then the Party responsible for filing, preparing, prosecuting and maintaining such Patent as set forth in Section 7.3 hereof9.3, 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 legal 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 Third-Party action at its own expense. Any awards or amounts received in defending any such Third Third-Party action shall be allocated between the Parties as provided in Section 7.5(e9.5(d). 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 MacroGenics Product Takeda Patent, Ovid 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 7.69.7, in which case the provisions of Section 7.6 9.7 shall govern), then the Party responsible for filing, preparing, prosecuting and maintaining such Patent as set forth in Section 7.3 9.3 hereof, shall control such defense. All expenses of such defense at its own expenseshall be [*]. The controlling Party shall consult with non-controlling Party regarding the proceeding and shall consider in good faith the non-controlling Party’s input with respect thereto. The controlling Party shall permit the non-controlling Party to participate in the proceeding to the extent permissible under Applicable LawLaws, 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 Third-Party action at its own expenseaction, and all expenses of such defense shall be [*]. Any awards or amounts received in defending any such Third Third-Party action shall be allocated between the Parties as provided in Section 7.5(e9.6(d). MacroGenics shall have [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the sole discretion whether Securities and Exchange Commission pursuant to defend and shall solely control any defense Rule 406 of a Platform Patent which is the subject Securities Act 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 faith1933, as amended.

Parties’ Patent Rights. If any MacroGenics Product an Affymax Patent, Joint Patent or Joint Collaborator Patent becomes the subject of any proceeding commenced by a Third Party within the Licensed 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 7.69.5, in which case the provisions of Section 7.6 9.5 shall govern), then the Party responsible for filing, preparing, prosecuting and maintaining owning or otherwise Controlling such Patent as set forth in Section 7.3 hereof, shall control such defense at its own expensesole cost; provided that if such action relates to a Joint Patent, the Parties shall confer and determine which Party shall control such action and bear the associated costs. The controlling Party shall permit the non-controlling Party to participate in the proceeding to the extent permissible under Applicable applicable Law, and to be represented by its own counsel in such proceeding, at the non-controlling Party’s '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 Third-Party action at its own expense. Any awards or amounts received in defending any such Third Third-Party action action, if any, shall be allocated between the Parties as provided in Section 7.5(e). MacroGenics shall have 9.5(g) as if the sole discretion whether to defend and shall solely control any defense of a Platform Patent which is Party conducting such opposition were 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 faithbrought an action against an alleged infringer.

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 7.69.5, in which case the provisions of Section 7.6 9.5 shall govern), then the Party responsible for filing, preparing, prosecuting and maintaining such Patent as set forth in Section 7.3 9.3 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 Third-Party action at its own expense. Any awards or amounts received in defending any such Third Third-Party action shall be allocated between the Parties as provided in Section 7.5(e9.5(d). 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 Takeda reasonably informed regarding such enforcement and shall consider ProventionTakeda’s comments regarding such enforcement in good faith.

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 7.610.6, in which case the provisions of Section 7.6 10.6 shall govern), then the Party responsible for filing, preparing, prosecuting and maintaining such Patent as set forth in Section 7.3 hereof, 10.3 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(e10.5(d). 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 Company reasonably informed regarding such enforcement and shall consider ProventionCompany’s comments regarding such enforcement in good faith.

Parties’ Patent Rights. If any MacroGenics Product 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, interference invalidation action, interference, or other attack upon the validity, title 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 7.610.6, in which case the provisions of Section 7.6 10.6 shall govern), then the Party responsible for filing, preparing, prosecuting prosecuting, and maintaining such Patent as set forth in Section 7.3 hereof, 10.4 shall control such defense, provided, however, that the costs associated with such defense at its own expenseshall 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 Third-Party action at its own expense. Any awards or amounts received in defending any such Third 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 faith10.6.3.6.

Parties’ Patent Rights. If any MacroGenics a NOVIMMUNE Product Patent, Joint Patent or Joint TGTX 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 7.69.5, in which case the provisions of Section 7.6 9.5 shall govern), then the Party responsible for filing, preparing, prosecuting and maintaining owning or otherwise Controlling such Patent as set forth shall promptly notify the other Party of such effect and discuss with the other Party how to defend such proceedings. The Party owning or otherwise Controlling such Patent shall, in Section 7.3 hereofclose communication and discussion with the other Party, control such defense and shall solely bear the costs of such defense; provided that if such action relates to a Joint Patent, the Parties shall confer and determine which Party shall control such defense at its own expenseaction and bear the associated costs. The controlling Party shall permit the non-controlling Party to participate in the proceeding to the extent permissible under Applicable 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 Third-Party action action, if any, shall be first allocated between to reimburse the Parties as provided Controlling Party’s expenses in such action, and any remaining amounts shall be shared pursuant to Section 7.5(e). MacroGenics 8.2; provided, however, if either of the License Options have been exercised, then * shall have bear the sole discretion whether expense and any remaining amounts shall first be used to defend reimburse * ’s expenses and any remainder 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 faithbe deemed additional Net Sales.

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 7.610.6, in which case the provisions of Section 7.6 10.6 shall govern), then the Party responsible for filing, preparing, prosecuting and maintaining such Patent as set forth in Section 7.3 hereof, 10.3 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 '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(e10.5(d). 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 Company reasonably informed regarding such enforcement and shall consider Provention’s Company's comments regarding such enforcement in good faith.

Parties’ Patent Rights. If any MacroGenics Product Patent a Versartis Patent, Teijin Patent, or Joint Patent 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, interference invalidation action, interference, or other attack upon the validity, title 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 7.610.5, in which case the provisions of Section 7.6 10.5 shall govern), then the Party responsible for filing, preparing, prosecuting prosecuting, and maintaining such Patent as set forth in Section 7.3 hereof, 10.3 shall control such defense, provided, however, that the costs associated with such defense at its own expenseshall 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 Third-Party action at its own expense. Any awards or amounts received in defending any such Third 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 faith10.5.6.

Parties’ Patent Rights. If any MacroGenics Product a Rhizen Patent, Joint Patent or Joint TGTX 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 7.69.5, in which case the provisions of Section 7.6 9.5 shall govern), then the Party responsible for filing, preparing, prosecuting and maintaining owning or otherwise Controlling such Patent as set forth shall promptly notify the other Party of such effect and discuss with the other Party how to defend such proceedings. The Party owning or otherwise Controlling such Patent shall, in Section 7.3 hereofclose communication and discussion with the other Party, control such defense and shall solely bear the costs of such defense; provided that if such action relates to a Joint Patent, the Parties shall confer and determine which Party shall control such defense at its own expenseaction and bear the associated costs. The controlling Party shall permit the non-controlling Party to participate in the proceeding to the extent permissible under Applicable 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 Third-Party action action, if any, shall be first allocated between to reimburse the Parties as provided Controlling Party’s expenses in such action, and any remaining amounts shall be shared pursuant to Section 7.5(e). MacroGenics 8.2; provided, however, if either of the License Options have been exercised, then TGTX shall have bear the sole discretion whether expense and any remaining amounts shall first be used to defend reimburse TGTX’s expenses and any remainder 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 faithbe deemed additional Net Sales.