Common use of Parties’ Patent Rights Clause in Contracts

Parties’ Patent Rights. If any Takeda Patent Right, Licensee Patent Right, or Joint Patent Right becomes the subject of any proceeding commenced by a Third Party within the Licensee Territory or the Takeda Territory in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, interference, inter partes review, post-grant review or other attack upon the validity, title, or enforceability thereof (except if 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 (Infringement of Patent Rights by Third Parties), in which case the provisions of Section 10.6 (Infringement of Patent Rights by Third Parties) will govern), then the Party responsible for filing, preparing, Prosecuting and maintaining such Patent Right as set forth in Section 10.4 (Prosecution of Patent Rights), will control such defense at its own expense. 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, 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 will 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 will be allocated between the Parties as provided in Section 10.6.2(f) (Allocation of Proceeds).

Parties’ Patent Rights. If any Takeda Patent RightLicensed [***] Patents, Licensee Patent RightLicensed Product Improvement Patent, Ultragenyx [***] Patents, Option Product Patent, Option Product Improvement Patent, Ultragenyx Pipeline Patent, Ultragenyx Pipeline Improvement Patent, or Joint Patent Right becomes the subject of any proceeding commenced by a Third Party within the Licensee Territory or the Takeda Territory in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, interference, inter partes review, post-grant review interference or other attack upon the validity, title, title or enforceability thereof (except if 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 (Infringement of Patent Rights by Third Parties)12.6, in which case the provisions of Section 10.6 (Infringement of Patent Rights by Third Parties) will 12.6 shall govern), then the Party responsible for filing, preparing, Prosecuting prosecuting and maintaining such Patent Right as set forth in Section 10.4 (Prosecution of Patent Rights)12.3, will shall control such defense at its own cost and expense. The controlling Party will 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 the controlling Party decides that it does not wish to defend against such action, then the other Party will 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 will shall be allocated between the Parties as provided in Section 10.6.2(f) (Allocation of Proceeds12.6(d).

Parties’ Patent Rights. If any ITI Prosecuted Patent, Takeda Patent Right, Licensee Patent RightProsecuted Patent, or Joint Patent Right becomes the subject of any proceeding commenced by a Third Party within the Licensee Territory or the Takeda Territory in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, interference, inter partes review, post-grant review interference or other attack upon the validity, title, title or enforceability thereof (except if 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 (Infringement of Patent Rights by Third Parties)9.4 or 9.5, in which case the provisions of Section 10.6 (Infringement of Patent Rights by Third Parties) will 9.4 or 9.5, as applicable, shall govern), then the Party responsible for filing, preparing, Prosecuting and maintaining such Patent Right as set forth in Section 10.4 (Prosecution of Patent Rights), will ITI shall control such defense at its own expensewith respect to the ITI Prosecuted Patents and Takeda shall control such defense with respect to the Takeda Prosecuted Patents. Takeda shall be responsible for all reasonable and documented costs and expenses incurred by either Party under this Section 9.8. The controlling Party will 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 will 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 will shall be allocated between the Parties as provided in Section 10.6.2(f) (Allocation of Proceeds9.4(e).

Parties’ Patent Rights. If any Takeda argenx Patent Right, Licensee Patent Right, Right or Joint Collaboration Patent Right becomes the subject of any proceeding commenced by a Third Party within the Licensee Territory or the Takeda Territory in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, interference* Confidential Information, inter partes reviewindicated by [...***...], post-grant review has been omitted from this filing and filed separately with the U.S. Securities and Exchange Commission. interference or other attack upon the validity, title, title or enforceability thereof (a “Third Party Patent Challenge”) (except if 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 pursuant to Section 10.6 (Infringement of Patent Rights by Third Parties)9.6, in which case the provisions of Section 10.6 (Infringement of Patent Rights by Third Parties) will 9.6 shall govern), then the Party responsible for filing, preparing, Prosecuting prosecuting and maintaining such Patent Right as set forth in Section 10.4 (Prosecution of Patent Rights), will 9.2 shall control such defense at its own expense. The controlling Party will 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 will 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 will shall be allocated between the Parties as provided in Section 10.6.2(f) (Allocation 9.5.4. Xxxxxxx shall have the sole discretion whether to defend and shall solely control any defense of Proceeds)a Xxxxxxx Patent Right which is the subject of a Third Party Patent Challenge.

Parties’ Patent Rights. If any Takeda LogicBio Licensed Patent RightRight or, Licensee Patent Rightfollowing LB-001 Option Exercise, or Joint LogicBio LB-001 Patent Right becomes the subject of any proceeding commenced by a Third Party within the Licensee Territory or the Takeda Territory in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, interference, inter partes reviewreviews, post-grant review reviews or other attack upon the validity, title, title or enforceability thereof (a “Third Party Patent Challenge”) (except if 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 11.5 (Infringement Enforcement of Patent Rights by Third Parties), LogicBio Licensed Technology) or under Section 11.6 (Enforcement of LogicBio LB-001 Technology) in which case the provisions of such Section 10.6 (Infringement of Patent Rights by Third Parties) will govern), then the Party [**] responsible for filing, preparing, Prosecuting and maintaining such Patent Right as set forth in Section 10.4 11.4 (Prosecution of Patent Rights)Prosecution) hereof, will control such defense at its own expense. 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, 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 will 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 will be allocated between the Parties as provided in Section 10.6.2(f) (Allocation of Proceeds)[**].