Common use of Right to Bring an Action Clause in Contracts

Right to Bring an Action. (i) As between the Parties, Ipsen shall have the first right to attempt to resolve any Third Party Infringement, including by filing an infringement suit, defending against a motion for declarative judgment regarding non-infringement, invalidity or unenforceability or other similar action, with respect to (1) a Product Specific Patent Controlled by a Party except to the extent Ipsen elected not to file or to continue to prosecute or maintain such Product Specific Patent and (2) a Ipsen Joint Patent to the extent Ipsen elected to exercise its right to file, prosecute and maintain such Ipsen Joint Patent (each, an “Action”) and to compromise or settle any such Third Party Infringement. At Xxxxx’x reasonable request, Sutro shall promptly provide Ipsen with documentation to evidence that Ipsen is validly empowered by Sutro to take such an Action. Sutro shall have the right, at its own expense, to retain its own counsel with respect to its participation in any such Action; provided, that Sutro is obligated to join Ipsen in such Action at Xxxxx’x cost if Ipsen reasonably determines that joining is necessary to demonstrate “standing to sue.” If Ipsen does not intend to prosecute or defend an Action, Ipsen shall promptly inform Sutro thereof in writing (and, to the extent reasonably practicable, at least [*] prior to any deadline applicable to any such Action, or otherwise as early as reasonably practical), and Sutro shall have the right to attempt to resolve such Action as the Party controlling such Action. For clarity, as between the Parties, Sutro shall have the first right to attempt to resolve any Third Party Infringement, including by filing an infringement suit, defending against a motion for declarative judgment regarding non-infringement, invalidity or unenforceability or other similar action, with respect to (1) a Product Specific Patent Controlled by a Party to the extent Ipsen elected not to file or to continue to prosecute or maintain such Product Specific Patent and (2) a Ipsen Joint Patent to the extent Ipsen not elected to exercise its right to file, prosecute and maintain such Ipsen Joint Patent, and to compromise or settle any such Third Party Infringement. (ii) The Party controlling the Action under Section 8.5(b)(i) shall: (i) keep the other Party promptly informed with respect to such Action, (ii) in good faith, consult with, and give reasonable consideration to, any comments made by the other Party related to such Action, and (iii) provide the other Party with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such Action. If Ipsen fails to xxxxx such Third Party Infringement in the Territory or to file an Action to xxxxx such Third Party Infringement in the Territory within [*] after receiving or giving notice pursuant to Section 8.5(a) or if Ipsen decides to discontinue the prosecution of any such Action without abating such Third Party Infringement, then Sutro shall have the right, but not the obligation, to enforce (or take over the enforcement of) the Product Specific Patents, as applicable, against such Third Party Infringement in the Territory at its own expense as it reasonably determines appropriate, in which case Sutro shall keep Ipsen reasonably informed as to the status of such Action and shall consider in good faith the comments of Ipsen and the interests of Ipsen in such Action. The Parties shall cooperate in good faith to use Commercially Reasonable Efforts to ensure that each Person that participates in, or receives any information about, any Action in accordance with this Section 8.5(b) shall use reasonable efforts to protect all applicable confidential information and preserve all applicable attorney-client privilege and work product protections.

Right to Bring an Action. (i) As between the Parties, Ipsen shall have the first right to attempt to resolve any Third Party Infringement, including by filing an infringement suit, defending against a motion for declarative judgment regarding non-infringement, invalidity or unenforceability or other similar action, with respect to (1) a Product Specific Patent Controlled by a Party except to the extent Ipsen elected not to file or to continue to prosecute or maintain such Product Specific Patent and (2) a Ipsen Joint Patent to the extent Ipsen elected to exercise its right to file, prosecute and maintain such Ipsen Joint Patent (each, an “Action”) and to compromise or settle any such Third Party Infringement. At Xxxxx’x reasonable request, Sutro shall promptly provide Ipsen with documentation to evidence that Ipsen is validly empowered by Sutro to take such an Action. Sutro shall have the right, at its own expense, to retain its own counsel with respect to its participation in any such Action; provided, that Sutro is obligated to join Ipsen in such Action at Xxxxx’x cost if Ipsen reasonably determines that joining is necessary to demonstrate “standing to sue.” If Ipsen does not intend to prosecute or defend an Action, Ipsen shall promptly inform Sutro thereof in writing (and, to the extent reasonably practicable, at least [*] prior to any deadline applicable to any such Action, or otherwise as early as reasonably practical), and Sutro shall have the right to attempt to resolve such Action as the Party controlling such Action. For clarity, as between the Parties, Sutro shall have the first right to attempt to resolve any Third Party Infringement, including by filing an infringement suit, defending against a motion for declarative judgment regarding non-infringement, invalidity or unenforceability or other similar action, with respect to (1) a Product Specific Patent Controlled by a Party to the extent Ipsen elected not to file or to continue to prosecute or maintain such Product Specific Patent and (2) a Ipsen Joint Patent to the extent Ipsen not elected to exercise its right to file, prosecute and maintain such Ipsen Joint Patent, and to compromise or settle any such Third Party Infringement. (ii) The Party controlling the Action under Section 8.5(b)(i) shall: (i) keep the other Party promptly informed with respect to such Action, (ii) in good faith, consult with, and give reasonable consideration to, any comments made by the other Party related to such Action, and (iii) provide the other Party with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such Action. If Ipsen fails to xxxxx such Third Party Infringement in the Territory or to file an Action to xxxxx such Third Party Infringement in the Territory within [*] after receiving or giving notice pursuant to Section 8.5(a) or if Ipsen decides to discontinue the prosecution of any such Action without abating such Third Party Infringement, then Sutro Theratechnologies shall have the right, but not the obligation, to enforce (attempt to resolve any Third Party infringement, claim or take over the enforcement of) the Product Specific Patents, as applicable, against challenge relating to any Trademark. If Theratechnologies elects to resolve such Third Party Infringement in infringement, claim or challenge relating to Trademarks, including by filing an infringement suit, defending against such claim or challenge or taking other similar action (each, an “Action”), (i) TaiMed shall have the Territory right, but not the obligation to join as a party plaintiff or defendant to such Action, and to be represented by independent counsel of its own choice, at its own expense cost and expense, and (ii) Theratechnologies shall consult with TaiMed and take into consideration TaiMed’s comments and views, and Theratechnologies shall incorporate and act on such comments and views of TaiMed to the extent reasonable in defending against any (A) challenge with respect to any Trademark, and/or (B) Action with respect to which Theratechnologies seeks indemnification from TaiMed pursuant to Section 13.2. If Theratechnologies does not intend to prosecute or defend an Action in respect of any Trademark, Theratechnologies shall promptly inform TaiMed. If Theratechnologies does not initiate an Action with respect to such Third Party infringement, claim or challenge in respect of any Trademark prior to the earlier of (a) [REDACTED: Time Period] following notice thereof, and (b) [REDACTED: Time Period] before the time limit, if any, set forth in the applicable Laws for such actions, TaiMed shall then have the right to take an Action to attempt to resolve such Third Party infringement, claim or challenge. The Party initiating such Action shall have the sole and exclusive right to select counsel for any suit initiated by it pursuant to this Section 10.10. In order to establish standing, each Party hereby agrees to execute all papers and to perform such other acts as it may be reasonably determines appropriaterequired and requested by the Party initiating such Action so that such Party may enforce its rights in the Trademark, including joining as a party plaintiff or defendant in which case Sutro any such Action if requested by such Party. Each Party shall consult with the other Party with respect to such enforcement or defense and shall keep Ipsen reasonably the other Party fully informed as of any determinations or material developments in any suit initiated by it pursuant to the status of such Action and shall consider in good faith the comments of Ipsen and the interests of Ipsen in such Action. The Parties shall cooperate in good faith to use Commercially Reasonable Efforts to ensure that each Person that participates in, or receives any information about, any Action in accordance with this Section 8.5(b) shall use reasonable efforts to protect all applicable confidential information and preserve all applicable attorney-client privilege and work product protections10.10.

Right to Bring an Action. (i) As between the Parties, Ipsen Thera Europe shall have the first right right, but not the obligation, to attempt to resolve such infringement by a Third Party, claim or challenge relating to any Third Party InfringementLicensed Technology, including by filing an infringement suit, defending against a motion for declarative judgment regarding non-infringement, invalidity such claim or unenforceability challenge or taking other similar action, with respect to (1) a Product Specific Patent Controlled by a Party except to the extent Ipsen elected not to file or to continue to prosecute or maintain such Product Specific Patent and (2) a Ipsen Joint Patent to the extent Ipsen elected to exercise its right to file, prosecute and maintain such Ipsen Joint Patent action (each, an “Action”) and to compromise or settle such infringement or claim in any such Third Party Infringement. At Xxxxx’x reasonable requestCountry in accordance with Section 9.5.4, Sutro shall promptly provide Ipsen with documentation to evidence that Ipsen is validly empowered by Sutro to take such an Action. Sutro shall have the right, at its own expense, to retain its own counsel and any challenge with respect to its participation in any such Action; provided, that Sutro is obligated to join Ipsen in such Action at Xxxxx’x cost if Ipsen reasonably determines that joining is necessary to demonstrate “standing to sue.” If Ipsen does not intend to prosecute Trademark or defend an Action, Ipsen shall promptly inform Sutro thereof in writing (and, to the extent reasonably practicable, at least [*] prior to any deadline applicable to any such Action, or otherwise as early as reasonably practical), and Sutro shall have the right to attempt to resolve such Action as the Party controlling such Action. For clarityDomain Name, as between the Parties, Sutro shall have the first right to attempt to resolve any Third Party Infringement, including by filing an infringement suit, defending against a motion for declarative judgment regarding non-infringement, invalidity or unenforceability or other similar action, with respect to (1) a Product Specific Patent Controlled by a Party to the extent Ipsen elected not to file or to continue to prosecute or maintain such Product Specific Patent and (2) a Ipsen Joint Patent to the extent Ipsen not elected to exercise its right to file, prosecute and maintain such Ipsen Joint Patent, and to compromise or settle any such Third Party Infringement. (ii) The Party controlling the Action under Section 8.5(b)(i) shall: (i) keep the other Party promptly informed with respect to such Action, (ii) in good faith, consult with, and give reasonable consideration to, any comments made by the other Party related to such Action, and (iii) provide the other Party with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such Actionset forth below. If Ipsen fails to xxxxx such Third Party Infringement in the Territory or to file an Action to xxxxx such Third Party Infringement in the Territory within [*] after receiving or giving notice pursuant to Section 8.5(a) or if Ipsen decides to discontinue the prosecution of any such Action without abating such Third Party Infringement, then Sutro Thera Europe shall have the right, but not the obligation, to enforce (attempt to resolve any Third Party infringement, claim or take over the enforcement of) the Product Specific Patents, as applicable, against challenge relating to any Trademark or Domain Name. If Thera Europe elects to resolve such Third Party Infringement infringement, claim or challenge relating to any Licensed Technology, Trademarks or Domain Name, each of Theratechnologies and Xxxxxx shall have the right, but not the obligation, to join as a party plaintiff or defendant to such Action, and to be represented by independent counsel of their own choice, at their own cost and expense. If Thera Europe does not intend to prosecute or defend an Action in respect of any Licensed Technology, Trademark or Domain Name, Thera Europe shall promptly inform Xxxxxx and Theratechnologies. If neither Thera Europe nor Theratechnologies initiate an Action with respect to such Third Party infringement, claim or challenge in respect of any Licensed Technology, Trademark or Domain Name prior to the earlier of (a) [REDACTED: Term] following notice thereof, and (b) [REDACTED: Term] before the time limit, if any, set forth in the Territory at applicable Laws for such actions, Xxxxxx shall then have the right to take an Action to attempt to resolve such Third Party infringement, claim or challenge. The Party initiating such Action shall have the sole and exclusive right to select counsel for any suit initiated by it pursuant to this Section 9.5. In order to establish standing, each Party hereby agrees to execute all papers and to perform such other acts as may be reasonably required and requested by the Party initiating such Action so that such Party may enforce its own expense rights in the Licensed Technology, Trademark or Domain Name, including joining as a party plaintiff or defendant in any such Action if requested by such Party. Each Party shall consult with the other Parties with respect to such enforcement or defence and shall keep the other Parties fully informed of any determinations or material developments in any suit initiated by it reasonably determines appropriatepursuant to this Section 9.5. Prior to making a decision on whether or not to institute an Action, the Parties will consult with each other in connection with all such claims and, in which case Sutro the course of their discussions, they shall keep Ipsen reasonably informed as to the status of such Action take into consideration their mutual interests and shall consider businesses in good faith the comments of Ipsen and the interests of Ipsen in connection with such Action. The Parties shall cooperate in good faith to use Commercially Reasonable Efforts to ensure that each Person that participates in, or receives any information about, any Action in accordance with this Section 8.5(b) shall use reasonable efforts to protect all applicable confidential information and preserve all applicable attorney-client privilege and work product protections.

Right to Bring an Action. (i) As between the Parties, Ipsen Recursion shall have the first exclusive right to attempt to resolve any Third Party Infringement, including by filing an infringement suit, defending against a motion for declarative judgment regarding non-infringement, invalidity such claim or unenforceability or taking other similar action, with respect to (1) a Product Specific Patent Controlled by a Party except to the extent Ipsen elected not to file or to continue to prosecute or maintain such Product Specific Patent and (2) a Ipsen Joint Patent to the extent Ipsen elected to exercise its right to file, prosecute and maintain such Ipsen Joint Patent action (each, an “Action”) and to compromise or settle any such Third Party Infringementinfringement or claim. At Xxxxx’x reasonable Recursion’s request, Sutro Takeda shall promptly provide Ipsen Recursion with all relevant documentation to evidence (as may be reasonably requested by Recursion) evidencing that Ipsen Recursion is validly empowered by Sutro Takeda to take such an Action. Sutro Takeda shall be obligated to join Recursion in such Action if Recursion determines that it is necessary to demonstrate “standing to xxx,” provided that Takeda will have the right, at its own expense, to retain its own counsel with respect to its participation in any such Action; provided. In addition, that Sutro is obligated Takeda shall have the right to join Ipsen in such any Action relating to the Takeda Patents, at Xxxxx’x cost if Ipsen reasonably determines that joining is necessary to demonstrate “standing to sue.” its own expense. If Ipsen Recursion does not intend to prosecute or defend an Action, Ipsen Recursion shall promptly inform Sutro thereof in writing (and, to the extent reasonably practicable, at least Takeda within [***] prior of becoming aware of or receiving a notice from Takeda of a Third Party Infringement (or such shorter period as may be necessary to any deadline prevent exhaustion of a statute of limitations (or laches) applicable to any such Action, or otherwise as early as reasonably practical), and Sutro shall have the right to attempt to resolve such Action as the Party controlling such Action. For clarity, as between the Parties, Sutro shall have the first right to attempt to resolve any Third Party Infringement, including by filing an infringement suit, defending against a motion for declarative judgment regarding non-infringement, invalidity or unenforceability or other similar action, with respect to (1) a Product Specific Patent Controlled by a Party to the extent Ipsen elected not to file or to continue to prosecute or maintain such Product Specific Patent and (2) a Ipsen Joint Patent to the extent Ipsen not elected to exercise its right to file, prosecute and maintain such Ipsen Joint Patent, and to compromise or settle any such Third Party Infringement. (ii) and Takeda shall have the right, but not the obligation, to control such Action. The Party controlling the Action under Section 8.5(b)(i) shall: (i) shall keep the other Party promptly reasonably informed with respect to such Action, (ii) shall, in good faith, consult with, and give reasonable consideration to, any comments made by the other Party related to such Action, and (iii) shall provide the other Party with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such Action. If Ipsen fails to xxxxx such Third Party Infringement in the Territory or to file an Action to xxxxx such Third Party Infringement in the Territory within [*] after receiving or giving notice pursuant to Section 8.5(a) or if Ipsen decides to discontinue the prosecution of any such Action without abating such Third Party Infringement, then Sutro shall have the right, but not the obligation, to enforce (or take over the enforcement of) the Product Specific Patents, as applicable, against such Third Party Infringement in the Territory at its own expense as it reasonably determines appropriate, in which case Sutro shall keep Ipsen reasonably informed as to the status of such Action and shall consider in good faith the comments of Ipsen and the interests of Ipsen in such Action. The Parties shall cooperate in good faith to use Commercially Reasonable Efforts to ensure that each Person that participates in, or receives any information about, any Action in accordance with this Section 8.5(b6.5(b) shall use reasonable efforts to protect all applicable confidential information and preserve all applicable attorney-client privilege and work product protections.