Penwest Rights if Trevi Elects Not to Proceed Sample Clauses

Penwest Rights if Trevi Elects Not to Proceed. If Trevi does not initiate a suit or take other appropriate action pursuant to Section 5.2(b) within [**] after knowledge of such infringement or misappropriation or, in the case of receipt of a notice letter sent by a Third Party pursuant to the requirements of 21 U.S.C. § 355(b)(2)(A)(iv) or 355(j)(2)(A)(vii)(IV) or under any analogous provisions, within [**] before any statutory or regulatory deadline for filing such suit, then Penwest will have the immediate right to initiate a suit or take other appropriate action that it believes is reasonably required to prevent or xxxxx actual or threatened infringement or misappropriation of, or otherwise to protect or enforce the relevant Penwest Patent Rights. Trevi and its Affiliates will join such suit if the relevant court would lack jurisdiction if Trevi or such Affiliates were absent from such suit and Trevi and such Affiliates will execute such legal papers and cooperate in the prosecution of such suit as may be reasonably requested by Penwest; provided, that Penwest will promptly reimburse all out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred by Trevi and such Affiliates in connection with such requested cooperation.