Common use of Patent Invalidity Claim Clause in Contracts

Patent Invalidity Claim. Each Party shall promptly notify the other in the event of any legal action (excluding any actions covered by Section 7.3) by any Third Party with respect to the validity of a MedImmune Patent, MedImmune Additional Patent, Kolltan Patent or Joint Patent of which it becomes aware. With respect to any such action: 7.5.1 Kolltan shall have (a) the sole right, but not the obligation, at its expense, to defend against any such action relating to any Kolltan Patents throughout the world, and (b) the first right, but not the obligation, at its expense, to defend against any such action relating to any MedImmune Patents throughout the world and any Joint Patents throughout the world. If Kolltan does not defend against any such action described in clause (b) above, then MedImmune shall have the right, but not the obligation, to defend such action at MedImmune’s expense; provided, however, that MedImmune shall not defend against any such action described without the prior written consent of Kolltan (which Kolltan may withhold in its sole discretion) if Kolltan’s decision not to exercise its first right with respect thereto was made for strategic business reasons. 7.5.2 MedImmune shall have (a) the sole right, but not the obligation, at its expense, to defend against any such action relating to any MedImmune Manufacturing Patents throughout the world and (b) the first right, but not the obligation, at its expense, to defend against any such action relating to any MedImmune Additional Patents throughout the world. If MedImmune does not defend against any such action described in clause (b) above, then Kolltan shall have the right, but not the obligation, to defend such action at Kolltan’s expense; provided, however, that Kolltan shall not defend against any such action described without the prior written consent of MedImmune(which MedImmune may withhold in its sole discretion) if MedImmune’s decision not to exercise its first right with respect thereto was made for strategic business reasons. In addition, with respect to any such action described in clause(b) above, (i) MedImmune shall keep Kolltan reasonably informed of the status of such action; (ii) without limiting clause (i), MedImmune shall provide Kolltan with copies of any court filings or other material documents or correspondence received from any Third Party in connection with such action promptly after such filings or documents or correspondence are received by MedImmune; (iii) MedImmune shall consult with Kolltan with respect to such action and consider any comments from Kolltan with respect to such action in good faith; and (iv) without limiting clause (iii), MedImmune shall provide Kolltan with drafts of any court filings or other material documents or correspondence to be filed or delivered by MedImmune prior to the date of filing or delivery such that Kolltan has a reasonable opportunity to review and provide comments, and to the extent Kolltan provides comments thereon promptly and in sufficient time to allow MedImmune to meet applicable filing requirements, MedImmune shall consider such comments in good faith.

Patent Invalidity Claim. Each Party shall promptly notify the other in the event of any legal action (excluding any actions covered by Section 7.39.3) by any Third Party with respect to the validity of a MedImmune Joint Patent, MedImmune Additional Patent, Kolltan MacroGenics Patent or Joint Gilead Collaboration Patent of which it becomes aware. With respect to any such action: 7.5.1 Kolltan 9.5.1 Gilead shall have (ai) the sole right, but not the obligation, at its expense, to defend against any such action relating to any Kolltan Gilead Collaboration Patents throughout that are Other Patents, in the worldGilead Territory, and (bii) the first right, but not the obligation, at its expense, to defend against any such action relating to (v) any MedImmune Gilead Collaboration Patents throughout that are Product Patents, in the world and Gilead Territory, (w) any Gilead Collaboration Patents that are Other Patents, in the MacroGenics Territory, (x) any MacroGenics Patents that are Product Patents, in the Gilead Territory, (y) any Joint Patents throughout that are Product Patents, in the worldGilead Territory and (z) any Joint Patents that are Other Patents, in the Gilead Territory. If Kolltan Gilead does not defend against any such action described in clause (bii) above, then MedImmune MacroGenics shall have the right, but not the obligation, to defend such action at MedImmune’s MacroGenics’ expense; provided, however, that MedImmune MacroGenics shall not defend against any such action described in clause (ii)(v), (ii)(x) or (ii)(y) above without the prior written consent of Kolltan Gilead (which Kolltan Gilead may withhold in its sole discretion) if KolltanGilead’s decision not to exercise its first right with respect thereto was made for strategic business reasons. 7.5.2 MedImmune 9.5.2 MacroGenics shall have (ai) the sole right, but not the obligation, at its expense, to defend against any such action relating to (x) any MedImmune Manufacturing Platform Patents throughout the world and (by) any MacroGenics Patents that are Other Patents, in the MacroGenics Territory, and (ii) the first right, but not the obligation, at its expense, to defend against any such action relating to (v) any MedImmune Additional Gilead Collaboration Patents throughout that are Product Patents, in the worldMacroGenics Territory, (w) any MacroGenics Patents that are Product Patents, in the MacroGenics Territory, (x) any MacroGenics Patents that are Other Patents, in the Gilead Territory, (y) any Joint Patents that are Product Patents, in the MacroGenics Territory and (z) any Joint Patents that are Other Patents, in the MacroGenics Territory. If MedImmune MacroGenics does not defend against any such action described in clause (bii) above, then Kolltan Gilead shall have the right, but not the obligation, to defend such action at KolltanGilead’s expense; provided, however, that Kolltan shall not defend against any such action described without the prior written consent of MedImmune(which MedImmune may withhold in its sole discretion) if MedImmune’s decision not to exercise its first right with respect thereto was made for strategic business reasons. In addition, with respect to any such action described in clause(bclauses (ii)(v), (ii)(w) or (ii)(y) above, (iA) MedImmune to the extent permitted or required by applicable Law, Gilead shall have the right to participate and be represented in such action by its own counsel at its own expense; (B) MacroGenics shall keep Kolltan Gilead reasonably informed of the status of such action; (iiC) without limiting clause (iB), MedImmune MacroGenics shall provide Kolltan Gilead with copies of any court filings or other material documents or correspondence received from any Third Party in connection with such action promptly after such filings or documents or correspondence are received by MedImmuneMacroGenics; (iiiD) MedImmune MacroGenics shall consult with Kolltan Gilead with respect to such action and consider any comments from Kolltan Gilead with respect to such action in good faith; and (ivE) without limiting clause (iiiD), MedImmune MacroGenics shall provide Kolltan Gilead with drafts of any court filings or other material documents or correspondence to be filed or delivered by MedImmune MacroGenics prior to the date of filing or delivery such that Kolltan Gilead has a reasonable opportunity to review and provide comments, and to the extent Kolltan Gilead provides comments thereon promptly and in sufficient time to allow MedImmune MacroGenics to meet applicable filing requirements, MedImmune MacroGenics shall consider such comments in good faith.