Prior to Exercise of Option. Prior to GSK's exercise of its Option, or after GSK's termination of Development and commercialization, with respect to the Collaboration Compounds that are the subject of any Competitive Infringement, Anacor shall have the primary right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect thereto by counsel of its own choice, and GSK shall have the right, at its own expense, to be represented in that action by counsel of its own choice. If Anacor fails to bring any such action or proceeding within a period of [***] after first being notified of such Competitive Infringement, then GSK shall have the right, but not the obligation, to bring and control any such action by counsel of its own choice, and Anacor shall have the right to be represented in any such action by counsel of its own choice at its own expense.
Prior to Exercise of Option. (a) Except to the extent expressly permitted in Section 2.3(b) below, Tathxx Xxxshore may not Transfer any interest in TODI or the Drilling Order or allow TODI to Transfer any interest in Sunday Silence prior to exercise or deemed exercise of the Option.
Prior to Exercise of Option. (a) Prior to GSK’s exercise of an Option, with respect to any Collaboration IP solely owned by Dynavax or any Dynavax Compound IP that is the subject of such Competitive Infringement, Dynavax shall have the first right to bring and control any such action. Unless subject to an agreement between Dynavax and a Third Party in existence as of the Effective Date that would preclude Dynavax from granting such right to GSK, if Dynavax fails to bring any such action or proceeding within a period of [ * ] Calendar Days after first being notified of such Competitive Infringement, then GSK shall have the right, but not the obligation, to bring and control any such action by counsel of its own choice, and Dynavax shall have the right to be represented in any such action by counsel of its own choice at its own expense.
Prior to Exercise of Option. Prior to GSK’s exercise of an Option, with respect to any Joint Rights or any PROSENSA Patent Rights that is the subject of such Competitive Infringement, PROSENSA shall have the primary right to bring and control any such action. Unless subject to an agreement between PROSENSA and a Third Party in existence as of the Effective Date that would preclude PROSENSA from granting such right to GSK, if PROSENSA fails to bring any such action or proceeding within a period of * * * * * after first being notified of such Competitive Infringement (or in the case of a declaratory judgment action, within * * * * * after receiving notice of such declaratory judgment action, to prevent or xxxxx any actual or alleged infringement or defend such declaratory judgment) (“Competitive Infringement Action Period”), then GSK shall have the right, but not the obligation, to bring and control any such action by counsel of its own choice, and PROSENSA shall have the right to be represented in any such action by counsel of its own choice at its own expense. If GSK fails to bring an action or proceeding with respect to such Competitive Infringement within a period of * * * * * after the expiration of the Competitive Infringement Action Period, then PROSENSA shall have the on-going right to pursue such action.
Prior to Exercise of Option. Prior to GSK’s exercise of an Option, with respect to any Joint Rights or any TELETHON-HSR Patent Rights that is the subject of such Competitive Infringement, TELETHON-HSR shall have the primary right to bring and control any such action. Unless subject to an agreement between TELETHON-HSR and a Third Party in existence as of the Effective Date that would preclude TELETHON-HSR from granting such right to GSK, if TELETHON-HSR fails to bring any such action or proceeding within a period of [***] after first being notified of such Competitive Infringement (or in the case of a declaratory judgment action, within [***] after receiving notice of such declaratory judgment action, to prevent or xxxxx any actual or alleged infringement or defend such declaratory judgment) (“Competitive Infringement Action Period”), then GSK shall have the right, but not the obligation, to bring and control any such action by counsel of its own choice, and TELETHON-HSR shall have the right to be represented in any such action by counsel of its own choice at its own expense. If GSK fails to bring an action or proceeding with respect to such Competitive Infringement within a period of [***] after the expiration of the Competitive Infringement Action Period, then TELETHON-HSR shall have the on-going right to pursue such action. *** Confidential Treatment Requested ***
Prior to Exercise of Option. The Optionee shall have no rights as a stockholder with respect to the shares of stock subject to the Option until the exercise of this rights hereunder and the issuance and delivery to Optionee of a certificate or certificates evidencing such shares.
Prior to Exercise of Option. If a Third Party initiates a Proceeding claiming that any Patent Right owned by or licensed to such Third Party is infringed by the Development, Manufacture or Commercialization of any Compound (and related Licensed Product) being Developed under a Collaboration Program with respect to which GSK has not yet exercised its Option, Isis will have the first right, but not the obligation, to defend against such Proceeding at its sole cost and expense. In the event Isis elects to defend against such Proceeding, Isis will have the sole right to direct the defense and to elect whether to settle such claim; provided, if such Compound (and related Licensed Product) is being Developed under a Collaboration Program, then Isis will not settle such Proceeding without the prior written consent of GSK, not to be unreasonably withheld. In the event that Isis elects not to defend against such Proceeding within sixty (60) days after it first receives written notice of the actual initiation of such Proceeding, GSK will have the right, but not the obligation, to defend against such Proceeding at its sole cost and expense, which right GSK may exercise by providing Isis with a written notice thereof within thirty (30) days after GSK’s receipt of Isis’ notice of its election not to defend such Proceeding. After such exercise and thereafter, GSK will have the sole right to direct the defense of such Proceeding, including, without limitation, the right to settle such claim (but only with the prior written consent of Isis, not to be unreasonably withheld). In any event, the Party not defending such Proceeding will reasonably assist the Party defending such Proceeding and cooperate in any such litigation at the request and expense of the Party defending such Proceeding. Each Party may at its own expense and with its own counsel join any defense initiated and/or directed by the other Party under this Section 6.4.1. Each Party will provide the other Party with prompt written notice of the commencement of any such Proceeding, or of any allegation of infringement of which such Party becomes aware and that is of the type described in this Section 6.4.1, and such Party will promptly furnish the other Party with a copy of each communication relating to the alleged infringement that is received by such Party.
