Common use of Rights and Procedures Clause in Contracts

Rights and Procedures. If AZ or ABX determines that any Licensed IP Rights are being infringed by a Third Party’s activities and that such infringement is reasonably likely to affect the exercise by the Parties of their respective rights and obligations under this Agreement, it shall promptly notify the other Party in writing and provide such other Party with any evidence of such infringement that is reasonably available. (a) With respect to XenoMouse Patent Rights, ABX Antibody Patent Rights and ABX Additional Technology Patent Rights, ABX shall have the sole right (but not the obligation), at its expense, to remove such infringement. (b) With respect to Development Program Patent Rights, Additional Development Program Patent Rights, Oncology Patent Rights and AZ Additional Technology Patent Rights, AZ or its nominee shall have the sole right (but not the obligation), at its expense, to remove such infringement. (c) With respect to Antigen-Specific Patent Rights and Collaboration Patent Rights, AZ shall have the sole right (but not the obligation), at its expense, to remove such infringement, except to the extent that such infringement relates to a Discontinued Antigen or a Failed Antigen. With respect to Antigen-Specific Patent Rights to the extent they cover a Discontinued Antigen or a Failed Antigen, ABX shall have the sole right (but not the obligation), at its expense, to remove any such infringement of the ABX Antigen-Specific Patent Rights and AZ shall have the sole right (but not the obligation), at its expense, to remove any such infringement of the AZ Antigen-Specific Patent Rights. With respect to Collaboration Patent Rights that relate to a Discontinued Antigen or a Failed Antigen and Other Patent Rights, the Parties shall use good faith efforts to determine whether to seek to remove such infringement and, if applicable, a strategy for seeking to remove such infringement, provided that the Party or Parties whose products are adversely affected by such infringement shall have the first right (but not the obligation), at such Party’s(ies’) expense, to remove such infringement. For purposes of Section 12.2.1(d), the Party having the first right to control the enforcement of any Patent Rights as set forth in the preceding sentence shall be referred to as the “Controlling Party”, and the other Party shall be referred to as the “Non-Controlling Party”, with respect to such Patent Rights. (d) If the Controlling Party fails to xxxxx any such infringement of the Collaboration Patent Rights that relate to a Discontinued Antigen or Failed Antigen or the Other Patent Rights, or to file an action to xxxxx such infringement, within sixty (60) days after a written request from the Non-Controlling Party to do so, or if the Controlling Party discontinues the prosecution of any such action after filing, the Non-Controlling Party at its expense may, in its discretion, undertake such action as it determines appropriate to enforce such Patent Rights against any such infringement; provided, however, if the Controlling Party has commenced negotiations with an alleged infringer for discontinuance of such infringement within such [Confidential treatment requested] period, the Controlling Party shall have an additional ninety (90) days to conclude its negotiations before the Non-Controlling Party unilaterally may bring suit for such infringement.

Rights and Procedures. If AZ or ABX determines either Party believes that any Licensed IP SpinCo Background Patent Rights, SpinCo Collaboration Patent Rights, Company Collaboration Patent Rights are or Joint Collaboration Patent Rights (including any Compound-Specific Patent Rights) (i) is being infringed by a Third Party’s activities and that such infringement or (ii) is reasonably likely to affect the exercise by the Parties of their respective rights and obligations under this Agreementbeing challenged as invalid or unenforceable (“Infringement/Challenge”), it shall promptly notify the other Party in writing and provide such other Party it with any evidence of such infringement Infringement/Challenge that is reasonably availableavailable to such Party. (ai) The Company shall have the sole right, but not the obligation, at its sole cost and expense, to remove or defend against any Infringement/Challenge with respect to any Compound-Specific Patent Rights. (ii) SpinCo shall have the sole right, but not the obligation, at its sole cost and expense, to remove or defend against any Infringement/Challenge with respect to any SpinCo Platform Patent Rights and any Extended IP Access Period Patent Rights. (iii) With respect to XenoMouse any Infringement/Challenge in relation to any SpinCo Background Patent Rights, ABX Antibody SpinCo Collaboration Patent Rights, and Joint Collaboration Patent Rights (excluding (x) any Compound-Specific Patent Rights, which are governed by Section 6.6(a)(i) and (y) any SpinCo Platform Patent Rights and ABX Additional Technology any Extended IP Access Period Patent Rights, ABX which are governed by Section 6.6(a)(ii)), (A) the Company shall have the sole right (right, but not the obligation), to remove or defend against any Infringement/Challenge with respect to any such Patent Rights that [***], including any Acquired Compound or Acquired Product (or the Exploitation thereof) in the Field, (B) SpinCo shall have the sole right, but not the obligation, to remove or defend against any Infringement/Challenge with respect to any such Patent Rights that [***] and (C) the Company shall have the first right, but not the obligation, at its sole cost and expense, to remove or defend against any Infringement/Challenge that is not described by clause (A) or (B) that may reasonably impact any Acquired Compound or Acquired Product in the Field; provided that if the Company determines not to remove or defend against any such infringement. Infringement/Challenge within ninety (b90) With respect days of receiving notice of any such Infringement/Challenge (or such other period as may be required to Development Program Patent Rightspreserve SpinCo’s right to remove or defend against such Infringement/Challenge), Additional Development Program Patent RightsSpinCo shall, Oncology Patent Rights at its sole cost and AZ Additional Technology Patent Rightsexpense, AZ or its nominee shall have the sole right (right, but not the obligation), at its expense, to defend against such remove or defend against any such infringement. Infringement/Challenge, subject to the Company’s prior written consent, not to be unreasonably withheld, conditioned or delayed (c) With respect to Antigen-Specific Patent Rights and Collaboration Patent Rights, AZ shall have the sole Party with the right (but not the obligation), at its expense, to remove or defend such infringement, except to the extent that such infringement relates to a Discontinued Antigen or a Failed Antigen. With respect to Antigen-Specific Patent Rights to the extent they cover a Discontinued Antigen or a Failed Antigen, ABX shall have the sole right (but not the obligation), at its expense, to remove any such infringement of the ABX Antigen-Specific Patent Rights and AZ shall have the sole right (but not the obligation), at its expense, to remove any such infringement of the AZ Antigen-Specific Patent Rights. With respect to Collaboration Patent Rights that relate to a Discontinued Antigen or a Failed Antigen and Other Patent Rights, the Parties shall use good faith efforts to determine whether to seek to remove such infringement and, if applicable, a strategy for seeking to remove such infringement, provided that the Party or Parties whose products are adversely affected by such infringement shall have the first right (but not the obligation), at such Party’s(ies’) expense, to remove such infringement. For purposes of Section 12.2.1(d), the Party having the first right to control the enforcement of any Patent Rights as set forth in the preceding sentence shall be Infringement/Challenge being referred to as the “Controlling Lead Litigation Party”, ). The Parties shall cooperate to ensure that there is proper communication and coordination of activities between the other Party shall be referred to as the “Non-Controlling Party”, Parties with respect to such Patent Rightsthe activities carried on pursuant to the terms of this Section 6.6(a)(iii). For the avoidance of doubt, [***]. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) If the Controlling Party fails to xxxxx any such infringement of the Collaboration Patent Rights that relate to a Discontinued Antigen or Failed Antigen or the Other Patent Rights, or to file an action to xxxxx such infringement, within sixty (60) days after a written request from the Non-Controlling Party to do so, or if the Controlling Party discontinues the prosecution of any such action after filing, the Non-Controlling Party at its expense may, in its discretion, undertake such action as it determines appropriate to enforce such Patent Rights against any such infringement; provided, however, if the Controlling Party has commenced negotiations with an alleged infringer for discontinuance of such infringement within such [Confidential treatment requested] period, the Controlling Party shall have an additional ninety (90) days to conclude its negotiations before the Non-Controlling Party unilaterally may bring suit for such infringement.

Rights and Procedures. If AZ or ABX determines In the event that any Licensed IP Rights are being infringed by either Party supposes that a Third Party’s activities and that Party or Sublicensee may be infringing any of the Licensed Patents, Joint Patents or AstraZeneca Patents, such infringement is reasonably likely to affect the exercise by the Parties of their respective rights and obligations under this Agreement, it Party shall promptly notify the other Party in writing writing, identifying the alleged infringer and provide the alleged infringement complained of and furnishing the information upon which such other determination is based. AstraZeneca shall be entitled, in its sole discretion but after notifying Avanir (if time permits), through counsel of its choosing, to take any measures it deems appropriate to stop such infringing activities by such Third Party or Sublicensee in any part of the Territory or to grant to the infringing Third Party or Sublicensee adequate rights and licences necessary for continuing such activities in the Territory. Upon reasonable request by AstraZeneca, Avanir shall give AstraZeneca all reasonable information and assistance, including allowing AstraZeneca access to Avanir's files and documents and to Avanir's personnel who may have ---------- *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. CONFIDENTIAL TREATMENT REQUESTED possession of relevant information and, if necessary for AstraZeneca to prosecute any evidence legal action, joining in the legal action as a party at its own expense. In the event AstraZeneca fails within *** following notice of such infringement, or earlier notifies Avanir in writing of its intent not, to take commercially appropriate steps to remove any infringement of any Licensed Patent, Joint Patent or AstraZeneca Patent that is reasonably available. (a) With respect likely to XenoMouse Patent Rightshave a material adverse effect on the sale of the Licensed Product, ABX Antibody Patent Rights and ABX Additional Technology Patent RightsAstraZeneca has not granted the infringing Third Party or Sublicensee rights and licences to continue its otherwise infringing activities, ABX Avanir shall have the sole right (but not the obligation), at its expense, to remove such infringement. (b) With respect to Development Program Patent Rights, Additional Development Program Patent Rights, Oncology Patent Rights and AZ Additional Technology Patent Rights, AZ or its nominee shall have the sole right (but not the obligation), at its expense, to remove such infringement. (c) With respect to Antigen-Specific Patent Rights and Collaboration Patent Rights, AZ shall have the sole right (but not the obligation), at its expense, to remove such infringement, except to the extent that such infringement relates to a Discontinued Antigen or a Failed Antigen. With respect to Antigen-Specific Patent Rights to the extent they cover a Discontinued Antigen or a Failed Antigen, ABX shall have the sole right (but not the obligation), at its expense, to remove any such infringement of the ABX Antigen-Specific Patent Rights and AZ shall have the sole right (but not the obligation), at its expense, to remove any such infringement of the AZ Antigen-Specific Patent Rights. With respect to Collaboration Patent Rights that relate to a Discontinued Antigen or a Failed Antigen and Other Patent Rights, the Parties shall use good faith efforts to determine whether to seek to remove such infringement and, if applicable, a strategy for seeking to remove such infringement, provided that the Party or Parties whose products are adversely affected by such infringement shall have the first right (but not the obligation), at such Party’s(ies’) expense, to remove such infringement. For purposes of Section 12.2.1(d), the Party having the first right to control the enforcement of any Patent Rights as set forth in the preceding sentence shall be referred to as the “Controlling Party”, and the other Party shall be referred to as the “Non-Controlling Party”, with respect to such Patent Rights. (d) If the Controlling Party fails to xxxxx any such infringement of the Collaboration Patent Rights that relate to a Discontinued Antigen or Failed Antigen or the Other Patent Rights, or to file an action to xxxxx such infringement, within sixty (60) days after a written request from the Non-Controlling Party to do so, or if the Controlling Party discontinues the prosecution of any such action after filing, the Non-Controlling Party so at its expense may, in its discretion, undertake such action as it determines appropriate to enforce such Patent Rights against any such infringementAvanir's expense; provided, however, that if the Controlling Party AstraZeneca has commenced negotiations with an alleged infringer for discontinuance of such infringement within such [Confidential treatment requested] *** period, the Controlling Party AstraZeneca shall have an additional ninety (90) days *** to conclude its negotiations before the Non-Controlling Party unilaterally Avanir may bring suit for such infringement. Upon reasonable request by Avanir and at Avanir's cost and expense, AstraZeneca shall give Avanir all reasonable information and assistance in connection with such suit for infringement.