Precision Patents Sample Clauses

Precision Patents. Gilead shall have the first right, but not the obligation, at [***] cost and expense, to defend and control the defense of the validity and enforceability of the Precision Patents where such defense is pursuant to Gilead’s indemnification obligations under Section 9.1, in response to a claim brought against Gilead or its Affiliates or Sublicensees by a Third Party, or where the other party to the action is engaging in Competitive Infringement. In all other cases of defense of Precision Patents, or if Gilead elects not to defend or control such defense, or otherwise fails to initiate and maintain the defense, Precision shall control such defense. Precision may participate in any such claim, suit, or proceeding defended by Gilead with counsel of its choice at [***] cost and expense; provided that, Gilead shall retain control of the defense in such claim, suit, or proceeding. With respect to any such action involving the validity or enforceability of the Precision Patents, if the defending Party finds it necessary or desirable for the other Party to join the defending Party as a party to [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. any such action, the other Party shall, at the defending Party’s request, join the defending Party as a party to such suit and participate with its own counsel at [***] cost and expense; provided that, the defending Party shall retain control of the defense in such claim, suit, or proceeding. If Precision elects not to defend or control the defense of the Precision Patents in a suit brought, or otherwise fails to initiate and maintain the defense of any such claim, suit, or proceeding, then, subject to Precision’s rights under Section 6.3.1, Gilead may conduct and control the defense of any such claim, suit, or proceeding at [***] cost and expense. With respect to any such action involving the validity or enforceability of the Precision Patents, if Gilead finds it necessary or desirable for Precision to join Gilead as a party to any such action, Precision shall, at Gilead’s request, join Gilead as a party to such suit and participate with its own counsel at [***] cost and expense.

Precision Patents. (a) Subject to Section 6.2.4, Precision shall have the first right, but not the obligation, through the use of internal or outside counsel, to prepare, file, prosecute, and maintain the Precision Patents worldwide, at [***] sole cost and expense [***]. Precision shall keep Gilead consulted in a timely fashion with respect to the strategy of such preparation, filing, prosecution and maintenance, and in the event of a disagreement with respect to such strategy in relation to a Precision HBV Patent, Gilead shall have final decision-making authority in accordance with Section 6.2.4 and subject to Section 6.2.5; provided, however, that Gilead may relinquish such final decision-making authority with respect thereto, in which case Gilead shall no longer be obligated to pay for such activities with respect to the applicable Patent. (b) In the event that Precision decides not to prepare, file, prosecute, or maintain a Precision Patent pursuant to Section 6.2.1(a), Precision shall provide reasonable prior written notice to Gilead of such intention (which notice shall, in any event, be given no later than [***] prior to the next deadline for any action that may be taken with respect to such Patent). Gilead shall thereupon have the option, in its sole discretion, to assume the control and direction of the preparation, filing, prosecution, and maintenance of such Patent (unless Precision’s decision to allow the lapse of any provisional patent application, or abandonment of any patent application, is intended to be in favor of trade secret protection or in favor of a continuation), at [***] cost and expense. The rights and obligations of the Parties shall not otherwise be affected by such assumption of control by Gilead. For the purpose of this ARTICLE 6, “prosecution” shall include any post-grant proceeding including supplemental examination, post grant review proceeding, inter parties review proceeding, patent interference proceeding, opposition proceeding and re-examination.

Precision Patents. If a Precision Patent becomes the subject of any proceeding commenced by a Third Party in the Territory in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, interference, inter partes review or other attack upon the validity, title or enforceability thereof, then Precision shall have the first right, but not the obligation, to control such defense at its sole cost and expense. Precision shall permit Baxalta to participate in the proceeding to the extent permissible under applicable Laws, and to be represented by its own counsel in such proceeding, at Baxalta’s sole cost and expense. If Precision decides that it does not wish to defend against such action, then Baxalta shall have a right to assume defense of such Third Party action.