Common use of Patent Enforcement Clause in Contracts

Patent Enforcement. (a) Each Party shall notify the others within [*****] business days of becoming aware of any alleged or threatened infringement by a Third Party of any of the Intrexon Patents or ARES TRADING Patents, which infringement adversely affects or is expected to adversely affect any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the Intrexon Patents or ARES TRADING Patents with respect to the Field (collectively “Product Infringement”). (b) [*****] shall have the first right to bring and control any legal action in connection with such Product Infringement at its own expense as it reasonably determines appropriate, and [*****] shall have the right to be represented in any such action by counsel of its choice, but [*****] shall have no right to enforce any [*****] claiming [*****] without the written consent of [*****]. If [*****] decides not to bring such legal action, it shall so inform [*****] promptly and [*****] shall have the right to bring and control any legal action in connection with such Product Infringement, but solely with respect to the enforcement of [*****] and [*****], at its own expense as it reasonably determines appropriate after consultation with [*****]. (c) Intrexon shall have the exclusive right to enforce the Intrexon Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. ARES TRADING shall have the exclusive right to enforce the ARES TRADING Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. (d) At the request of the Party bringing the action, the other Parties shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required, with any costs reasonably incurred in the course of providing such cooperation to be reimbursed by the requesting Party. (e) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing any other Party’s rights in, the Intrexon Patents or ARES TRADING Patents in the Field without the prior written consent of the other Party. (f) Any recoveries resulting from enforcement action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by ARES TRADING and Intrexon as follows: [*****] of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and [*****] of such Remainder shall be paid to the Party not bringing such action. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

Patent Enforcement. (a) Each Party shall notify the others within [*****] business days of becoming other Party promptly after such Party becomes aware of any alleged or threatened infringement by a Third Party Competitive Infringement of any of the Intrexon Patents or ARES TRADING Patents, which infringement adversely affects or is expected to adversely affect Patent licensed under this Agreement in any Product country in the FieldTerritory. Except as provided in this Section 17, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the Intrexon Patents or ARES TRADING Patents with respect to the Field (collectively “Product Infringement”). (b) [*****] shall have the first right right, but not the duty, to bring and control institute patent infringement actions under any legal action in connection such Patents against Third Parties with respect to any such Product Infringement at its own expense as it reasonably determines appropriate, and alleged Competitive Infringement. [***] shall execute all reasonable, necessary and proper documents and take such actions as shall be appropriate to allow [***] to institute and prosecute infringement actions under this Section 17.1(a) (including if necessary, by being joined as a party to such action). Should [***] become a party to such patent infringement action, [***] has the right, [***], to be represented by counsel of its own choice. Any such action will be controlled by [***], subject to Section 17.1(b) applying so that [***] shall have the right to be represented in any such action by counsel rights of its choice, but [***] under Section 17.1(b) with respect to such action. In regard to any patent infringement actions relating [***] shall have no right to enforce any keep [*****] claiming advised of all material documents, communications and actions, and provide [*****] without the written consent with copies of and an opportunity to review and comment on such material documents, communications and actions, provided [*****]. If ’s providing to [*****] decides copies of these material documents, communications and actions does not to bring such legal action, it shall so inform violate any protective order in place in the litigation. [***] may provide input to [***] promptly regarding the litigation, and [***] shall consider any input received from [***] in good faith. However, [***], provided that if [***]’s proposed litgation strategy would, [***], [***] intellectual property relating to the [***], [***] determine a litigation strategy reasonably acceptable to both parties. Notwithstanding the foregoing, if such patent infringement action relates solely to [***] will [***] control the same, and shall cooperate with each other with respect to strategy of such litigation. For purposes of this Agreement, “Competitive Infringement” means [***]. (b) In the event [***] elects not to, or fails to, exercise its rights under Section 17.1(a) with respect to any alleged Competitive Infringement of a Patent licensed to [***] under this Agreement within [***] days of receiving notice thereof (and in all events at least [***] Business Days before the end of any applicable regulatory period relating to enforcement of Patents), then [***] shall have the right to bring and control any legal action in connection with such Product Infringementright, but solely not the duty, to institute patent infringement actions under any such Patents against Third Parties with respect to any such alleged Competitive Infringement. Any such action will be solely controlled by [***] at its sole cost and expense, and [***] may participate in any such action at its sole cost and expense. If [***] elects to so participate, [***] will provide [***] and its counsel with an opportunity to consult with [***] and its counsel regarding the enforcement prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and [***] will take into account reasonable requests of [*****] and regarding same, provided that [***] shall retain the final decision-making authority with regard to same. If [***] does not so elect to participate, [***] shall keep [***] apprised as to the status of any such Competitive Infringement action. [***] shall execute all reasonable, necessary and proper documents and take such actions as shall be appropriate to allow [***] to institute and prosecute such infringement actions under [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. this Section 17.1(b) at [***]. If an infringement action is jointly controlled under Section 17.1(a), at its own expense as it reasonably determines appropriate after consultation with then this Section 17.1(b) shall be [***] to the Parties. (c) For any monetary recoveries arising from any actions described above, first, the costs and expenses of bringing and maintaining any infringement action under Section 17.1(a) or Section 17.1(b) for each of the Parties (other than a Party’s exercise of its participation rights provided in Section 17.1(b)) shall be reimbursed from such monetary recoveries. Any remaining recoveries shall be divided as follows: (1) if Sanofi is the initiating Party, then [***]; (2) if Selecta is the initiating Party and Sanofi does not participate, then [***]; (3) if Selecta is the initiating Party and Sanofi does participate, then [***]; and (4) if the Parties jointly control such action, then [***]. (cd) Intrexon [***]shall have the exclusive right first right, but not the obligation, to enforce defend against a declaratory judgment action or other action challenging the Intrexon validity or enforceability of any Patents within [***], other than with respect to (i) any interferences, oppositions, reissues or reexaminations, which are addressed in Section 8.6, or (ii) any declaratory judgments of non-infringement, counter-claims in any enforcement action brought pursuant to Section 17.1(a) or 17.1(b), or action by a Third Party in response to such an enforcement action, which defense for this clause (ii) will be controlled by the Party or Parties pursuant to Section 17.1(a) or 17.1(b), as applicable. If [***] does not take steps to defend within [***], and the scope of the Patent being challenged could be used in an action against any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. ARES TRADING shall current or potentially future Competitive Infringement, [***] will have the exclusive right (but not the obligation) to enforce so defend at [***]. Any such defense will be solely controlled by the ARES TRADING Patents for defending Party, and the non-defending Party may participate in any infringement that is not such defense at [***]. If a Product Infringement at Party elects to so participate, the defending Party will provide the participating Party and its own expense as it reasonably determines appropriate. counsel with an opportunity to consult with the defending Party and its counsel regarding the prosecution of such defense (d) At including reviewing the request contents of any correspondence, legal papers or other documents related thereto), and the defending Party will take into account reasonable requests of the participating Party bringing regarding same, provided that the actiondefending Party shall retain the final decision-making authority with regard to same. If the non-defending Party does not so elect to participate, the other Parties defending Party shall provide reasonable assistance in connection therewithkeep the non-defending Party apprised as to the status of any such defense. The non-defending Party shall execute all reasonable, necessary and proper documents and take such actions as shall be appropriate to allow the defending Party to defend such challenge under this Section 17.1(d) at [***] unless the non-defending Party is participating (including if necessary, by executing reasonably appropriate documents, cooperating in discovery and joining being joined as a party to such defense, subject to the defending Party agreeing to indemnify such non-defending Party for its involvement as a named party in such defense and paying those Out-of-Pocket Costs incurred by such non-defending Party in connection with such joinder). If Selecta is the defending Party, Sanofi will reimburse Selecta within [***] days after Sanofi’s receipt of Selecta’s invoice for [***] percent ([***]%) or [***] percent ([***]%) of the Out-of-Pocket Costs incurred by Selecta for any such defense, based on the amount of patent prosecution costs that Sanofi is paying under Section 8.6 with respect to the Patent in question. Notwithstanding the foregoing, if such declaratory judgment action if requiredor other action challenging the validity or enforceability of any Patents relates to Selecta Platform Technology, the Parties will jointly control the same. [***] Certain information in this document has been omitted and filed separately with any costs reasonably incurred in the course of providing such cooperation Securities and Exchange Commission. Confidential treatment has been requested with respect to be reimbursed by the requesting Partyomitted portions. (e) In connection with Neither Party may settle or consent to an adverse judgment in any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing any other Party’s rights in, the Intrexon Patents or ARES TRADING Patents defense described in the Field this Section 17.1 without the prior written consent of the other Party, such consent not to be unreasonably withheld. (f) Any recoveries resulting from enforcement action relating to a claim or defense of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by ARES TRADING and Intrexon as follows: [*****] of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and [*****] of such Remainder shall be paid to the Party not bringing such action. Portions herein identified any Patent in-licensed by [***] shall be subject to the terms of the applicable in-license agreement [***], including the division of any recoveries resulting therefrom. For clarity, there are no enforcement rights to any Patents in-licensed under the [***]. (g) It is understood and agreed that (a) no enforcement or defense rights to any [***] have been omitted pursuant are [***] (1) for any [***], or (2) [***] for the applicable Indication for any Licensed Product, and (b) [***] may grant participation rights to a request for confidential treatment under Rule 24b-2 Third Parties regarding the enforcement or defense of [***], subject to such Third Party participation rights not being in conflict with the Securities Exchange Act of 1934, as amended. A complete copy terms of this document has been filed separately with the Securities and Exchange CommissionAgreement.

Patent Enforcement. (a) Each Party shall notify the others within [*****] business days of becoming aware of any alleged or threatened infringement by a Third Party of any of the Intrexon Patents or ARES TRADING Patents, which infringement adversely affects or is expected to adversely affect any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the Intrexon Patents or ARES TRADING Patents with respect to the Field (collectively “Product Infringement”). (b) [*****] shall have the first right to bring and control any legal action in connection with such Product Infringement at its own expense as it reasonably determines appropriate, and [*****] shall have the right to be represented in any such action by counsel of its choice, but [*****] shall have no right to enforce any [*****] claiming [*****] without the written consent of [*****]. If [*****] decides not to bring such legal action, it shall so inform [*****] promptly and [*****] shall have the right to bring and control any legal action in connection with such Product Infringement, but solely with respect to the enforcement of [*****] and [*****], at its own expense as it reasonably determines appropriate after consultation with [*****]. (c) Intrexon shall have the exclusive right to enforce the Intrexon Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. ARES TRADING shall have the exclusive right to enforce the ARES TRADING Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. (d) At the request of the Party bringing the action, the other Parties shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required, with any costs reasonably incurred in the course of providing such cooperation to be reimbursed by the requesting Party. (e) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing any other Party’s rights in, the Intrexon Patents or ARES TRADING Patents in the Field without the prior written consent of the other Party. (f) Any recoveries resulting from enforcement action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by ARES TRADING and Intrexon as follows: [*****] of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and [*****] of such Remainder shall be paid to the Party not bringing such action. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.