Common use of Right to Participate; Joinder Clause in Contracts

Right to Participate; Joinder. The non-enforcing Party in relation to any enforcement action or proceeding set forth in Sections 4.5.2(a) and 4.5.2(b) will have the right, at its own expense and by counsel of its choice, to be represented in any such action or proceeding. In the case of any Licensed Enforcement Proceeding or Licensed Step-In Proceeding, at the enforcing Party’s written request, and at the enforcing Party’s expense (subject to Section 4.5.4), the other Party shall join any such action or proceeding as a party and will use Commercially Reasonable Efforts to cause any Third Party as necessary to join such action or proceeding as a party if doing so is necessary for the purposes of establishing standing or is otherwise required by applicable Law to pursue such action or proceeding. All time periods set forth in this Section 4.5.2 shall be subject to applicable Law, which may prevent earlier enforcement.

Appears in 2 contracts

Samples: Master Research and Collaboration Agreement (Jounce Therapeutics, Inc.), Master Research and Collaboration Agreement (Jounce Therapeutics, Inc.)

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Right to Participate; Joinder. The non-enforcing Party in relation to any enforcement action or proceeding set forth in Sections 4.5.2(a) and 4.5.2(b) Section 6.5.2, will have the right, at its own expense and by counsel of its choice, to be represented in, or participate in any such action or proceeding. In the case of any Licensed License Enforcement Proceeding or Licensed License Step-In Proceeding, at the enforcing Party’s written request, and at the enforcing Party’s expense (subject to Section 4.5.46.5.9), the other Party shall will join any such action or proceeding as a party and will use Commercially Reasonable Efforts to cause any Third Party as necessary to join such action or proceeding as a party if doing so is necessary for the purposes of establishing standing or is otherwise required by applicable Law to pursue such action or proceeding. All time periods set forth in this Section 4.5.2 6.5 shall be subject to applicable Law, which may prevent earlier enforcement.

Appears in 2 contracts

Samples: License Agreement (Juno Therapeutics, Inc.), License Agreement

Right to Participate; Joinder. The non-enforcing Party in relation to any enforcement action or proceeding set forth in Sections 4.5.2(a) and 4.5.2(b) Section 6.5.2 or 6.5.4, will have the right, at its own expense and by counsel of its choice, to be represented in, or participate in any such action or proceeding. In the case of any Licensed License Enforcement Proceeding or Licensed License Step-In Proceeding, at the enforcing Party’s written request, and at the enforcing Party’s expense (subject to Section 4.5.46.5.9), the other Party shall will join any such action or proceeding as a party and will use Commercially Reasonable Efforts to cause any Third Party as necessary to join such action or proceeding as a party if doing so is necessary for the purposes of establishing standing or is otherwise required by applicable Law to pursue such action or proceeding. All time periods set forth in this Section 4.5.2 6.5 shall be subject to applicable Law, which may prevent earlier enforcement.

Appears in 1 contract

Samples: Master Research and Collaboration Agreement (Juno Therapeutics, Inc.)

Right to Participate; Joinder. The non-enforcing Party in relation to any enforcement action or proceeding set forth in Sections 4.5.2(a) and 4.5.2(b) Section 6.5.2 will have the right, at its own expense and by counsel of its choice, to be represented in, or participate in any such action or proceeding. In the case of any Licensed Celgene Program Co-Co Enforcement Proceeding or Licensed Celgene Program Co-Co Step-In Proceeding, at the enforcing Party’s written request, and at the enforcing Party’s expense (subject to Section 4.5.46.5.8), the other Party shall will join any such action or proceeding as a party and will use Commercially Reasonable Efforts to cause any Third Party as necessary to join such action or proceeding as a party if doing so is necessary for the purposes of establishing standing or is otherwise required by applicable Law to pursue such action or proceeding. All time periods set forth in this Section 4.5.2 6.5.3 shall be subject to applicable Law, which may prevent earlier enforcement.

Appears in 1 contract

Samples: Master Research and Collaboration Agreement (Juno Therapeutics, Inc.)

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Right to Participate; Joinder. The non-enforcing Party in relation to any enforcement action or proceeding set forth in Sections 4.5.2(athe foregoing subsections (i) and 4.5.2(b(ii) will have the right, at its own expense and by counsel of its choice, to be represented in any such action or proceeding. In the case of any Licensed [***]SM Enforcement Proceeding or Licensed [***]SM Step-In Proceeding, at the enforcing Party’s written request, and at the enforcing Party’s expense (subject to Section 4.5.47.5.4), the other Party shall will join any such action or proceeding as a party and will use Commercially Reasonable Efforts commercially reasonable efforts to cause any Third Party as necessary to join such action or proceeding as a party if doing so is necessary for the purposes of establishing standing or is otherwise required by applicable Law to pursue such action or proceeding. All time periods set forth in this Section 4.5.2 7.5.2(b) shall be subject to applicable Law, which may prevent earlier enforcement.

Appears in 1 contract

Samples: Master Research and Collaboration Agreement (OncoMed Pharmaceuticals Inc)

Right to Participate; Joinder. The non-enforcing Party in relation to any enforcement action or proceeding set forth in Sections 4.5.2(a) and 4.5.2(bSection 7.5.2(a) will have the right, at its own expense and by counsel of its choice, to be represented in any such action or proceeding. In the case of any Licensed License Enforcement Proceeding or Licensed License Step-In Proceeding, at the enforcing Party’s written request, and at the enforcing Party’s expense (subject to Section 4.5.47.5.4), the other Party shall will join any such action or proceeding as a party and will use Commercially Reasonable Efforts to cause any Third Party as necessary to join such action or proceeding as a party if doing so is necessary for the purposes of establishing standing or is otherwise required by applicable Law to pursue such action or proceeding. All time periods set forth in this Section 4.5.2 7.5.2(b) shall be subject to applicable Law, which may prevent earlier enforcement.

Appears in 1 contract

Samples: Master Research and Collaboration Agreement (OncoMed Pharmaceuticals Inc)

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