Common use of Rights to Enforce Clause in Contracts

Rights to Enforce. (a) Subject to the provisions of any Tekmira In-License and the provisions of the UBC Sublicense Documents, in respect of the Alnylam Royalty Products in the Alnylam Field in the Territory, Alnylam shall have the sole and exclusive right to initiate an infringement or other appropriate suit anywhere in the world against any Third Party who at any time has infringed, or is suspected of infringing, any Patent Rights, or of using without proper authorization, any Know-How, comprising any of the Exclusively Licensed Tekmira IP, with respect to such Alnylam Royalty Products. (b) Tekmira shall have the sole and exclusive right to initiate an infringement or other appropriate suit anywhere in the world against any Third Party who at any time has infringed, or is suspected of infringing, any Patent Rights, or of using without proper authorization, any Know-How, comprising any Non-Exclusively Licensed Tekmira IP other than any Patent Rights or Know-How comprising Joint Collaboration IP. (c) Alnylam shall have the sole and exclusive right to initiate an infringement or other appropriate suit anywhere in the world against any Third Party who at any time has infringed, or is suspected of infringing, any Patent Rights, or of using without proper authorization any Know-How, comprising Alnylam RNAi Technology, Alnylam IOC Technology or Alnylam Collaboration IP; provided, that if Alnylam fails to initiate a suit or take other appropriate action with respect to Alnylam IOC Technology in the United States with respect to an IOC Product that it has the initial right to initiate or take pursuant thereto within ninety (90) days after becoming aware of the basis for such suit or action, then Tekmira may, in its discretion, provide Alnylam with written notice of Tekmira’s intent to initiate a suit or take other appropriate action with respect to such IOC Product. If Tekmira provides such notice and Alnylam fails to initiate a suit or take such other appropriate action within thirty (30) days after receipt of such notice from Tekmira, then Tekmira shall have the right to initiate a suit or take other appropriate action that it believes is reasonably required to protect its licensed interests under the Alnylam IOC Technology and Alnylam Collaboration IP with respect to such IOC Product. (d) Alnylam shall have the first right to initiate an infringement or other appropriate suit anywhere in the world against any Third Party who at any time has infringed, or is suspected of infringing, any Patent Rights, or of using without proper authorization any Know-How, comprising Joint Collaboration IP that is Non-Exclusively Licensed Tekmira IP; provided, that if Alnylam fails to initiate a suit or take other appropriate action with respect to such Joint Collaboration IP in the Territory within ninety (90) days after becoming aware of the basis for such suit or action, then Tekmira may, in its discretion, provide Alnylam with written notice of Tekmira’s intent to initiate a suit or take other appropriate action with respect to such Joint Collaboration IP. If Tekmira provides such notice and Alnylam fails to initiate a suit or take such other appropriate action within thirty (30) days after receipt of such notice from Tekmira, then Tekmira shall have the right to initiate a suit or take other appropriate action that it believes is reasonably required to protect its licensed interests under such Joint Collaboration IP.

Rights to Enforce. (a) Subject Licensee shall have the first right, but not the obligation, to the provisions take any reasonable measures it deems appropriate to stop infringement or misappropriation of any Tekmira In-License and the provisions of the UBC Sublicense Documents, in respect of the Alnylam Royalty Products Licensed Intellectual Property in the Alnylam Field in the Territory, Alnylam shall have the sole and exclusive right to initiate including (a) initiating or prosecuting an infringement or other appropriate suit anywhere or action against and (b) settling or ceasing any such infringement action or other suit, including, but not limited to, granting adequate rights and licenses necessary for continuing such activities in the world against Territory to any Third Party who at any time has infringedinfringed or misappropriated, or is suspected of infringinginfringing or misappropriating, any Patent RightsLicensed Intellectual Property. In the event that Licensee elects not to take action pursuant to this Section 7.3.2, or Licensee shall so notify Xxxxx in writing of using without proper authorization, any Know-How, comprising any of the Exclusively Licensed Tekmira IP, with respect to such Alnylam Royalty Products. (b) Tekmira shall have the sole and exclusive right to initiate an infringement or other appropriate suit anywhere in the world against any Third Party who at any time has infringed, or is suspected of infringing, any Patent Rights, or of using without proper authorization, any Know-How, comprising any Non-Exclusively Licensed Tekmira IP other than any Patent Rights or Know-How comprising Joint Collaboration IP. (c) Alnylam shall have the sole and exclusive right to initiate an infringement or other appropriate suit anywhere in the world against any Third Party who at any time has infringed, or is suspected of infringing, any Patent Rights, or of using without proper authorization any Know-How, comprising Alnylam RNAi Technology, Alnylam IOC Technology or Alnylam Collaboration IP; provided, that if Alnylam fails to initiate a suit or take other appropriate action with respect to Alnylam IOC Technology in the United States with respect to an IOC Product that it has the initial right to initiate or take pursuant thereto its intention within ninety (90) days after becoming aware Licensee’s notice of such infringement or misappropriation activities, or within such shorter time as is necessary to enable Xxxxx to meet any deadlines by which an action must be taken to establish or preserve any enforcement rights. Thereafter, the basis Parties shall consult with one another in an effort to determine whether a reasonably prudent licensee would institute litigation to enforce the Licensed Intellectual Property in question in light of all relevant business and economic factors (including, but not limited to, the projected cost of such litigation, the likelihood of success on the merits, the probable amount of any damage award, the prospects for satisfaction of any judgment against the alleged infringer, the possibility of counterclaims against the Parties or likely Patent Challenges, the impact of any possible adverse outcome on the Parties and the effect any publicity might have on the Parties’ respective reputations and goodwill). If, after such process, it is unanimously determined that a suit should be filed and Licensee does not file suit or actioncommence settlement negotiations forthwith against the infringer, then Tekmira may, in its discretion, provide Alnylam with written notice of Tekmira’s intent to initiate a suit or take other appropriate action with respect to such IOC Product. If Tekmira provides such notice and Alnylam fails to initiate a suit or take such other appropriate action within thirty (30) days after receipt of such notice from Tekmira, then Tekmira Xxxxx shall have the right right, at its own expense, to initiate a suit or take other appropriate action that it believes is reasonably required to protect its licensed interests under enforce the Alnylam IOC Technology Licensed Intellectual Property in question on behalf of itself and Alnylam Collaboration IP with respect to such IOC Product. (d) Alnylam Licensee and Xxxxx shall have the first right right, but not the obligation, to initiate an infringement take any such reasonable measures to stop such infringing or other appropriate suit anywhere in misappropriating activities by the world against any applicable Third Party who at any time has infringed, or is suspected of infringing, any Patent Rights, or of using without proper authorization any Know-How, comprising Joint Collaboration IP that is Non-Exclusively Licensed Tekmira IP; provided, that if Alnylam fails to initiate a suit or take other appropriate action with respect to such Joint Collaboration IP in the Territory within ninety (90) days after becoming aware of the basis for such suit or action, then Tekmira may, in its discretion, provide Alnylam with written notice of Tekmira’s intent to initiate a suit or take other appropriate action with respect to such Joint Collaboration IP. If Tekmira provides such notice and Alnylam fails to initiate a suit or take such other appropriate action within thirty (30) days after receipt of such notice from Tekmira, then Tekmira shall have the right to initiate a suit or take other appropriate action that it believes is reasonably required to protect its licensed interests under such Joint Collaboration IPParty.

Rights to Enforce. (a) Subject to the provisions of any Tekmira In-License and the provisions of the UBC Sublicense Documents, in In respect of the Alnylam Royalty Products in the Alnylam Field in the Territory, Alnylam Aevi shall have the sole and exclusive right first right, but not the obligation, to initiate take any reasonable measures it deems appropriate to stop infringing activities in the Field in the Territory, including (a) initiating or prosecuting an infringement or other appropriate suit anywhere or action against, and (b) settling or ceasing any such infringement action or other suit, including, but not limited to, granting adequate rights and licenses necessary for continuing such activities in the world against Territory to any Third Party who at any time has infringed, or is suspected of infringing, any Patent Rights, or of using without proper authorization, any Know-How, comprising any of the Exclusively Licensed Tekmira IP, with respect to such Alnylam Royalty Products. (b) Tekmira shall have the sole and exclusive right to initiate an infringement or other appropriate suit anywhere in the world against any Third Party who at any time has infringed, or is suspected of infringing, any Patent Rights, or of using without proper authorization, any Know-How, comprising any Non-Exclusively Licensed Tekmira IP other than any Patent Rights or Know-How comprising Joint Collaboration IP. (c) Alnylam shall have the sole and exclusive right to initiate an infringement or other appropriate suit anywhere in the world against any Third Party who at any time has infringed, or is suspected of infringing, any MedImmune Patent Rights, or of using without proper authorization any MedImmune Know-HowHow claiming or relating to the Molecule or Products. In the event that Aevi elects not to take action pursuant to this Section 8.3.2, comprising Alnylam RNAi Technology, Alnylam IOC Technology or Alnylam Collaboration IP; provided, that if Alnylam fails to initiate a suit or take other appropriate action with respect to Alnylam IOC Technology Aevi shall so notify MedImmune in the United States with respect to an IOC Product that it has the initial right to initiate or take pursuant thereto writing of its intention within ninety (90) days after becoming aware Aevi’s notice of such infringement activities, or within such shorter time as is necessary to enable MedImmune to meet any deadlines by which an action must be taken to establish or preserve any enforcement rights. Thereafter, the basis Parties shall consult with one another in an effort to determine whether a reasonably prudent licensee would institute litigation to enforce the MedImmune Intellectual Property in question in light of all relevant business and economic factors (including, but not limited to, the projected cost of such litigation, the likelihood of success on the merits, the probable amount of any damage award, the prospects for satisfaction of any judgment against the alleged infringer, the possibility of counterclaims against the Parties or likely Patent Challenges, the impact of any possible adverse outcome on the Parties and the effect any publicity might have on the Parties’ respective reputations and goodwill). If, after such process, it is unanimously determined that a suit should be filed and Aevi does not file suit or actioncommence settlement negotiations forthwith against the infringer, then Tekmira may, in its discretion, provide Alnylam with written notice of Tekmira’s intent to initiate a suit or take other appropriate action with respect to such IOC Product. If Tekmira provides such notice and Alnylam fails to initiate a suit or take such other appropriate action within thirty (30) days after receipt of such notice from Tekmira, then Tekmira MedImmune shall have the right right, at its own expense, to initiate a suit or take other appropriate action that it believes is reasonably required to protect its licensed interests under enforce the Alnylam IOC Technology MedImmune Intellectual Property in question on behalf of itself and Alnylam Collaboration IP with respect to such IOC Product. (d) Alnylam Aevi and MedImmune shall have the first right right, but not the obligation, to initiate an infringement or other appropriate suit anywhere in the world against take any Third Party who at any time has infringed, or is suspected of infringing, any Patent Rights, or of using without proper authorization any Know-How, comprising Joint Collaboration IP that is Non-Exclusively Licensed Tekmira IP; provided, that if Alnylam fails such reasonable measures to initiate a suit or take other appropriate action with respect to stop such Joint Collaboration IP in the Territory within ninety (90) days after becoming aware of the basis for infringing activities by such suit or action, then Tekmira may, in its discretion, provide Alnylam with written notice of Tekmira’s intent to initiate a suit or take other appropriate action with respect to such Joint Collaboration IP. If Tekmira provides such notice and Alnylam fails to initiate a suit or take such other appropriate action within thirty (30) days after receipt of such notice from Tekmira, then Tekmira shall have the right to initiate a suit or take other appropriate action that it believes is reasonably required to protect its licensed interests under such Joint Collaboration IPalleged infringer.

Rights to Enforce. (a) Subject to the provisions of any Tekmira In-License and the provisions of the UBC Sublicense Documents, in In respect of the Alnylam Royalty Licensed Products in the Alnylam Territory, Licensee shall have the first right, but not the obligation, to take any reasonable measures it deems appropriate to stop infringing activities in the Field in the Territory, Alnylam shall have the sole and exclusive right to initiate including (a) initiating or prosecuting an infringement or other appropriate suit anywhere or action against, and (b) settling or ceasing any such infringement action or other suit, including, but not limited to, granting adequate rights and licenses necessary for continuing such activities in the world against Territory to any Third Party who at any time has infringed, or is suspected of infringing, any Patent Rights, or of using without proper authorization, any Know-How, comprising any of the Exclusively Licensed Tekmira IP, with respect to such Alnylam Royalty Products. (b) Tekmira shall have the sole and exclusive right to initiate an infringement or other appropriate suit anywhere in the world against any Third Party who at any time has infringed, or is suspected of infringing, any Patent Rights, or of using without proper authorization, any Know-How, comprising any Non-Exclusively Licensed Tekmira IP other than any Patent Rights or Know-How comprising Joint Collaboration IP. (c) Alnylam shall have the sole and exclusive right to initiate an infringement or other appropriate suit anywhere in the world against any Third Party who at any time has infringed, or is suspected of infringing, any Forendo Patent Rights, or of using without proper authorization any Forendo Know-HowHow claiming or relating to Licensed Products. In the event that Licensee elects not to take action pursuant to this Section 8.2.2, comprising Alnylam RNAi Technology, Alnylam IOC Technology or Alnylam Collaboration IP; provided, that if Alnylam fails to initiate a suit or take other appropriate action with respect to Alnylam IOC Technology Licensee shall so notify Forendo in the United States with respect to an IOC Product that it has the initial right to initiate or take pursuant thereto writing of its intention within ninety (90) days after becoming aware of Licensee’s notice of such infringement activities to enable Forendo to meet any deadlines by which an action must be taken to establish or preserve any enforcement rights. Thereafter, the Parties shall consult with one another in an effort to determine whether a reasonably prudent licensee would institute litigation to enforce the Forendo Intellectual Property in question in light of all relevant business and economic factors (including, but not limited to, the projected cost of such litigation, the likelihood of success on the merits, the probable amount of any damage award, the prospects for satisfaction of any judgment against the alleged infringer, the possibility of counterclaims against the parties hereto or challenges to the scope or validity of the basis for Forendo Intellectual Property in question, the impact of any possible adverse outcome on the Parties and the effect any publicity might have on the Parties’ respective reputations and goodwill). If, after such process, it is unanimously determined that a suit should be filed and Licensee does not file suit or actioncommence settlement negotiations forthwith against the infringer, then Tekmira may, in its discretion, provide Alnylam with written notice of Tekmira’s intent to initiate a suit or take other appropriate action with respect to such IOC Product. If Tekmira provides such notice and Alnylam fails to initiate a suit or take such other appropriate action within thirty (30) days after receipt of such notice from Tekmira, then Tekmira Forendo shall have the right right, at its own expense, to initiate a suit or take other appropriate action that it believes is reasonably required to protect its licensed interests under enforce the Alnylam IOC Technology Forendo Intellectual Property in question on behalf of itself and Alnylam Collaboration IP with respect to such IOC Product. (d) Alnylam Licensee and Forendo shall have the first right right, but not the obligation, to initiate an infringement or other appropriate suit anywhere in take any such reasonable measures to stop such infringing activities by such alleged infringer. [***]Confidential Information, indicated by [***], has been omitted by this filing and filed separately with the world against any Third Party who at any time has infringed, or is suspected of infringing, any Patent Rights, or of using without proper authorization any Know-How, comprising Joint Collaboration IP that is Non-Exclusively Licensed Tekmira IP; provided, that if Alnylam fails to initiate a suit or take other appropriate action with respect to such Joint Collaboration IP in the Territory within ninety (90) days after becoming aware of the basis for such suit or action, then Tekmira may, in its discretion, provide Alnylam with written notice of Tekmira’s intent to initiate a suit or take other appropriate action with respect to such Joint Collaboration IP. If Tekmira provides such notice Securities and Alnylam fails to initiate a suit or take such other appropriate action within thirty (30) days after receipt of such notice from Tekmira, then Tekmira shall have the right to initiate a suit or take other appropriate action that it believes is reasonably required to protect its licensed interests under such Joint Collaboration IPExchange Commission.

Rights to Enforce. KHK will have the right, but not the obligation, to take any reasonable measures it deems appropriate to: (a) Subject to the provisions of any Tekmira In-License and the provisions of the UBC Sublicense Documents, stop infringing activities described in Section 9.3.1 in respect of the Alnylam Royalty Products KHK Technology in the Alnylam Field in the Territory, Alnylam shall have the sole and exclusive right to initiate Territory including initiating or prosecuting an infringement or other appropriate suit anywhere in or action against the world against any Third Party who at any time has infringedalleged infringer, but not granting adequate rights and licenses necessary for continuing such activities by the alleged infringer or is suspected of infringing, any Patent Rights, or of using without proper authorization, any Know-How, comprising any of the Exclusively Licensed Tekmira IP, with respect to such Alnylam Royalty Products. (b) Tekmira shall defend the KHK Technology in the Territory against any declaratory judgment, opposition, patentability or invalidity actions (“Defensive Actions”). KHK may request that Medgenics grant such adequate rights and licenses; provided that Medgenics will have no obligation to grant any such rights or licenses; and provided further that upon making such request, Medgenics will have the sole and exclusive right to initiate participate in all negotiations with the alleged infringer concerning such adequate rights and licenses. Before KHK takes any action to stop the infringing activity against an infringement or other appropriate suit anywhere alleged infringer of the KHK Technology in the world Territory, KHK will consult in good faith with Medgenics concerning the alleged infringement, including selection of counsel, litigation strategy, litigation risks, the damage being caused to KHK and/or Medgenics and any other matter relevant to enforcement of the KHK Technology against any Third Party who at any time has infringed, or is suspected of infringing, any Patent Rights, or of using without proper authorization, any Know-How, comprising any Non-Exclusively Licensed Tekmira IP other than any Patent Rights or Know-How comprising Joint Collaboration IP. (c) Alnylam shall have the sole and exclusive right to initiate an infringement or other appropriate suit anywhere alleged infringer in the world Territory. In particular, KHK will consider in good faith a request from Medgenics to not take any actions to enforce the KHK Technology against any Third Party who at any time has infringedthe alleged infringer in the Territory and only take such actions, in light of such request from Medgenics, if KHK is suffering material harm from the infringement in the Territory. Subject to the provisions of the LJI Agreement, in the event that KHK elects to not take action or is suspected of infringing, any Patent Rights, or of using without proper authorization any Know-How, comprising Alnylam RNAi Technology, Alnylam IOC Technology or Alnylam Collaboration IP; provided, that if Alnylam fails to initiate a suit or take other appropriate cease action with respect to Alnylam IOC Technology in the United States KHK Managed Patent Rights pursuant to this Section 9.3.2 with respect to the Territory, including declining or ceasing to defend Defensive Actions, KHK will so notify Medgenics in writing of its intention ***** prior to any deadlines by which an IOC Product that it has action must be taken to establish, preserve or maintain any enforcement rights or defend or continue to defend the initial right Defensive Action, and, subject to initiate Section 9.3.4, Medgenics will have the right, but not the obligation, to take any such reasonable measures to stop such infringing activities by such alleged infringer or take pursuant thereto within ninety (90) days after becoming aware of defend the basis for such suit or action, then Tekmira mayDefensive Action, in which event, upon Medgenics’ request, KHK will exercise its discretion, provide Alnylam with written notice of Tekmira’s intent to initiate a suit or take other appropriate action with respect to such IOC Product. If Tekmira provides such notice and Alnylam fails to initiate a suit or take such other appropriate action within thirty (30) days after receipt of such notice from Tekmira, then Tekmira shall have the right to initiate a suit or take other appropriate action that it believes is reasonably required to protect its licensed interests rights under the Alnylam IOC Technology and Alnylam Collaboration IP with respect LJI Agreement to such IOC Productthe extent necessary for the enforcement or defense of KHK Managed Patent Rights that are subject to the LJI Agreement. (d) Alnylam shall have the first right to initiate an infringement or other appropriate suit anywhere in the world against any Third Party who at any time has infringed, or is suspected of infringing, any Patent Rights, or of using without proper authorization any Know-How, comprising Joint Collaboration IP that is Non-Exclusively Licensed Tekmira IP; provided, that if Alnylam fails to initiate a suit or take other appropriate action with respect to such Joint Collaboration IP in the Territory within ninety (90) days after becoming aware of the basis for such suit or action, then Tekmira may, in its discretion, provide Alnylam with written notice of Tekmira’s intent to initiate a suit or take other appropriate action with respect to such Joint Collaboration IP. If Tekmira provides such notice and Alnylam fails to initiate a suit or take such other appropriate action within thirty (30) days after receipt of such notice from Tekmira, then Tekmira shall have the right to initiate a suit or take other appropriate action that it believes is reasonably required to protect its licensed interests under such Joint Collaboration IP.