Common use of Third Party Patent Rights Clause in Contracts

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound or Product, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.6, in which case the provisions of Section 7.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention shall have the exclusive right, but not the obligation, to bring, at its own expense and in its sole control, such action in the Territory. If Provention does not bring such an action in the Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a) (or earlier, if required by the nature of the proceeding), MacroGenics shall have the right, but not the obligation, to bring, at MacroGenics’ own expense, such action. The Party not bringing an action under this Section 7.7(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e).

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled Controlled by a Third Party and having one that covers or more claims that Cover may cover the Compound or Productmanufacture, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.6, in which case the provisions of Section 7.6 shall govern)any Licensed Product, such Party shall so notify the other Party and the Parties shall promptly confer in good faith to determine whether to bring such action or the manner in which to settle such action. Provention Cubist shall have the exclusive first right, but not the obligation, to bring, bring at its own expense and in its sole control, control such action in outside the Territory. If Provention Cubist does not bring such an action in the Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a8.6(a) (or earlier, if required by the nature of the proceeding), MacroGenics Chiron shall have the right, but not the obligation, to bringbring at Chiron’s expense and in its sole control, such action. Chiron shall have the first right, but not the obligation, to bring at MacroGenics’ its own expenseexpense and in its sole control such action in the Territory. If Chiron does not bring such action within ninety (90) days of notification thereof pursuant to this Section 8.6(a) (or earlier, if required by the nature of the proceeding), Cubist shall have the right, but not the obligation, to bring at Cubist’s expense and in its sole control, such action. The Party not bringing an action under this Section 7.7(a8.6(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully reasonably with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s Parties’ reasonable expenses incurred in such action, and any remaining amounts shall be allocated between retained by the Parties as provided in Section 7.5(e).Party bringing such action. * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover covers the Compound or Product, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.69.6, in which case the provisions of Section 7.6 9.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Licensee shall have the exclusive right, but not the obligation, to bring, bring at its own expense and in its sole control, control such action in the Territory. If Provention Licensee does not bring such an action in the Territory, within ninety (90) days [***] of notification thereof pursuant to this Section 7.7(a9.7(a) (or earlier, if required by the nature of the proceeding), MacroGenics then Takeda shall have the right, but not the obligation, to bring, at MacroGenics’ own Takeda’s sole expense, such action. The Party not bringing an action under this Section 7.7(a9.7(a) shall be entitled to separate representation in such proceeding by legal counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e).

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one that covers, in the Licensed Territory, the Peptide, [*] or more claims that Cover the Compound or Product, or the manufacture, use, sale, offer for sale or importation of the Compound Peptide, [*] or the Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s 's claim or assertion of infringement under Section 7.69.6, in which case the provisions of Section 7.6 9.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Affymax shall have the exclusive first right, but not the obligation, to bring, bring at its own expense and in its sole control, control such action in the Affymax Territory or the Licensed Territory. If Provention Affymax does not bring such an action in the Licensed Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a9.9(a) (or earlier, if required by the nature of the proceeding), MacroGenics then Collaborator shall have the right, but not the obligation, to bring, at MacroGenics’ own expenseCollaborator's sole expense and in Collaborator's sole control, such actionaction only within the Licensed Territory. The Party not bringing an action under this Section 7.7(a9.9(a) shall join the action as a joint party plaintiff if required to enable the other Party to bring such action, and the other Party's expense. Additionally, if appropriate, the Party not bringing an action under this Section 9.9(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action action, if any, shall be first allocated to reimburse the initiating Party’s Parties' expenses in such action, and any remaining amounts shall be allocated between retained by the Parties as provided in Section 7.5(e)Party bringing such action.

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination re-examination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound cover, or allegedly cover, a Product, or the use, sale, offer for sale or importation of the Compound or a Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.69.7, in which case the provisions of Section 7.6 9.7 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Takeda shall have the exclusive first right, but not the obligation, to bring, at its own expense and in its sole control, bring such action in the Takeda Territory and the ROW Territory. If Provention does not bring such an action in the Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a) (or earlier, if required by the nature of the proceeding), MacroGenics shall have the right, but not the obligation, to bring, at MacroGenics’ own expense, such action. The Party not bringing an action under this Section 7.7(a) Ovid shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense[*], and shall cooperate fully with the Party Takeda bringing such action. Any awards or amounts received Ovid shall have the first right, but not the obligation, to bring such action in the Ovid Territory. Takeda shall be entitled to separate representation in such proceeding by counsel of its own choice [*], and shall cooperate fully with Ovid bringing such action. The expenses of the Party bringing any such action shall be first allocated shall, to reimburse the initiating Party’s expenses in such actionextent [*], and any remaining amounts otherwise shall be allocated between [*]. Each Party shall have the Parties as provided in Section 7.5(e)right to bring such action and transfer the right to do so to the other Party upon reasonable notice.

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound or a Product, or the use, sale, offer for sale or importation of the Compound or a Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.610.6, in which case the provisions of Section 7.6 10.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Company shall have the exclusive right, but not the obligation, to bring, at its own expense and in its sole control, such action in the Territory. If Provention Company does not bring such an action in the Territory, Territory within ninety (90) days [***] of notification thereof pursuant to this Section 7.7(a10.7(a) (or earlier, if required by the nature of the proceeding), then MacroGenics shall have the right, but not the obligation, to bringbring such action, at MacroGenics’ own expense, such action. The Party not bringing an action under this Section 7.7(a10.7(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e10.5(d).

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound or a Product, or the use, sale, offer for sale or importation of the Compound or a Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s 's claim or assertion of infringement under Section 7.610.6, in which case the provisions of Section 7.6 10.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Company shall have the exclusive right, but not the obligation, to bring, at its own expense and in its sole control, such action in the Territory. If Provention Company does not bring such an action in the Territory, Territory within ninety (90) days [***] of notification thereof pursuant to this Section 7.7(a10.7(a) (or earlier, if required by the nature of the proceeding), then MacroGenics shall have the right, but not the obligation, to bringbring such action, at MacroGenics’ ' own expense, such action. The Party not bringing an action under this Section 7.7(a10.7(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s 's expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e10.5(d).

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover may cover the Compound or Product, or the manufacture, use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.69.6, in which case the provisions of Section 7.6 9.6 shall govern), such Party shall so notify the other Party Party, and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention AMAG shall have the exclusive right, but not the obligation, to bring, bring at its own expense and in its sole control, control such action in the AMAG Territory or the Licensed Territory. If Provention AMAG does not bring such an action in the Licensed Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a9.9(a) (or earlier, if required by the nature of the proceeding), MacroGenics then 3SBio shall have the right, but not the obligation, to bring, at MacroGenics’ own 3SBio’s sole expense, such action. The Party not bringing an action under this Section 7.7(a9.9(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s Parties’ expenses in such action, and any remaining amounts shall be allocated between retained by the Parties as provided in Section 7.5(e)Party bringing such action.

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled Controlled by a Third Party and having one or more claims that Cover the Compound or covers a Product, or the use, sale, offer for sale or importation of a Product in the Compound or Product Field in the Territory (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.68.7, in which case the provisions of Section 7.6 8.7 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Harrow shall have the exclusive first right, but not the obligation, to bring, bring at its own expense and in its sole control, control such action in the Territory. If Provention Harrow does not bring such an action in the Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a8.8(a) (or earlier, if required by the nature of the proceeding), MacroGenics then Sintetica shall have the right, but not the obligation, to bring, at MacroGenics’ own Sintetica’s sole expense, such action. The Party not bringing an action under this Section 7.7(a8.8(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating each Party’s expenses in such action, and any remaining amounts shall be allocated between retained by the Parties as provided in Section 7.5(e)Party who brings such action.

Third Party Patent Rights. (i) If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled Controlled by a Third Party and having one or more claims that Cover covers the Compound or ProductVaccine in the Takeda Territory, or the use, sale, Development, Commercialization, Manufacture, offer for sale or importation of the Compound or Product Vaccine in the Takeda Territory (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.610.6, in which case the provisions of Section 7.6 10.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Takeda shall have the exclusive first right, but not the obligation, to bring, bring at its own expense [***] and in its sole control, control such action in the Takeda Territory. If Provention Takeda does not bring such an action in the Takeda Territory, within ninety (90) days [***] of notification thereof pursuant to this Section 7.7(a10.7(a)(i) (or earlier, if required by the nature of the proceeding), MacroGenics then Novavax shall have the right, but not the obligation, to bring, at MacroGenics’ own expense[***], such action. All expenses incurred by Takeda or its Affiliate in connection with said oppositions and other proceedings pursuant to this Section 10.7(a)(i) shall be [***]. (ii) Novavax shall have the sole right to bring any such action in the Novavax Territory. (iii) The Party not bringing an action under this Section 7.7(a10.7(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense[***], and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action in the Takeda Territory shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between (if any) payable to Takeda and being considered Net Sales subject to Section 9.5. To the extent any expenses incurred by Takeda pursuant to this Section 10.7(a) were deducted from Net Sales in calculating Operating Profit, the Parties as provided shall in Section 7.5(e)good faith reconcile such prior Operating Profit calculations in the next 94065460_6 Operating Profit Report to account for any awards or amounts received. Any awards or amounts received in bringing any such action in the Novavax Territory shall belong to Novavax.

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, inter partes review, post-grant review, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound covers or might cover any Product or Modified Product, or the use, sale, offer for sale or importation of the Compound any Product or Modified Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.68.8, in which case the provisions of Section 7.6 shall 8.8 will govern), such Party shall will so notify the other Party and the Parties shall will promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention shall have Neither Party will commence any such proceeding without the exclusive right, but not prior written consent of the obligation, to bring, at its own expense and in its sole control, such action in other Party. In the Territory. If Provention does not bring such an action in the Territory, within ninety (90) days of notification thereof event that a Party commences any proceeding pursuant to this Section 7.7(a) (8.9(a), the commencing Party will provide the other Party a reasonable opportunity to review and comment on the commencing Party’s activities with respect to such proceeding, including by promptly providing the other Party with a copy of all communications from or earlierrelating to any patent authority with respect to such proceeding, if required and by providing drafts of all filings or responses to be made to such patent authorities and instructions relating thereto reasonably [*] to submitting such filings, responses or instructions to give the other Party an opportunity to review and comment. The commencing Party will reasonably consider all reasonable comments from the other Party in good faith regarding such communications and drafts and will comply with any timely reasonable requests by the nature of other Party to the commencing Party with respect to such proceeding), MacroGenics shall have the right, but not the obligation, to bring, at MacroGenics’ own expense, such action. The Party not bringing an action under this Section 7.7(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e).

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover covers the Compound or Product, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.69.6, in which case the provisions of Section 7.6 9.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Takeda shall have the exclusive right, but not the obligation, to bring, bring at its own expense and in its sole control, control such action in the Licensed Territory. If Provention Takeda does not bring such an action in the Licensed Territory, within ninety (90) [*] days of notification thereof pursuant to this Section 7.7(a9.8(a) (or earlier, if required by the nature of the proceeding), MacroGenics then Cell Genesys shall have the right, but not the obligation, to bring, at MacroGenicsCell Genesys’ own sole expense, such action. The Party not bringing an action under this Section 7.7(a9.8(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e)retained by such Party.

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled Controlled by a Third Party and having one that covers the manufacture, use for a Licensed Indication or more claims that Cover the Compound or sale of any Licensed Product, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.6, in which case the provisions of Section 7.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Gilead shall have the exclusive right, but not the obligation, to bring, bring at its own expense and in its sole control, control such action in the Gilead Territory. Gilead shall have the first right, but not the obligation, to bring at its own expense and in its sole control such action in the GSK Territory. If Provention Gilead does not bring such an action in within the GSK Territory, within ninety (90) days [ * ] of notification thereof pursuant to this Section 7.7(a10.10(a) (or earlier, if required by the nature of the proceeding), MacroGenics then GSK shall have the right, but not the obligation, to bring, at MacroGenics’ own GSK's sole expense, such action. The Party not bringing an action under this Section 7.7(a10.10(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e)[ * ].

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover covers the Compound or Product, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.69.6, in which case the provisions of Section 7.6 9.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Takeda shall have the exclusive right, but not the obligation, to bring, bring at its own expense and in its sole control, control any such action in the Licensed Territory. If Provention Takeda does not bring such an action in the Licensed Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a9.8(a) (or earlier, if required by the nature of the proceeding), MacroGenics then AMAG shall have the right, but not the obligation, to bring, at MacroGenics’ own AMAG’s sole expense, such action. The Party not bringing an action under this Section 7.7(a9.8(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse retained by the Party initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e).

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one that covers, in the Licensed Territory, the Peptide, [ * ] or more claims that Cover the Compound or Product, or the manufacture, use, sale, offer for sale or importation of the Compound Peptide, [ * ] or the Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.69.6, in which case the provisions of Section 7.6 9.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Affymax shall have the exclusive first right, but not the obligation, to bring, bring at its own [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. expense and in its sole control, control such action in the Affymax Territory or the Licensed Territory. If Provention Affymax does not bring such an action in the Licensed Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a9.9(a) (or earlier, if required by the nature of the proceeding), MacroGenics then Collaborator shall have the right, but not the obligation, to bring, at MacroGenics’ own expenseCollaborator’s sole expense and in Collaborator’s sole control, such actionaction only within the Licensed Territory. The Party not bringing an action under this Section 7.7(a9.9(a) shall join the action as a joint party plaintiff if required to enable the other Party to bring such action, and the other Party’s expense. Additionally, if appropriate, the Party not bringing an action under this Section 9.9(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action action, if any, shall be first allocated to reimburse the initiating Party’s Parties’ expenses in such action, and any remaining amounts shall be allocated between retained by the Parties as provided in Section 7.5(e)Party bringing such action.

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-non- infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled Controlled by a Third Party and having one or more claims that Cover the Compound or covers a Product, or the use, sale, offer for sale or importation of the Compound or a Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.68.7, in which case the provisions of Section 7.6 8.7 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Harrow shall have the exclusive first right, but not the obligation, to bring, bring at its own expense and in its sole control, control such action in the Territory. If Provention Harrow does not bring such an action in the Territory, within ninety (90) days [***] of notification thereof pursuant to this Section 7.7(a8.8(a) (or earlier, if required by the nature of the proceeding), MacroGenics then Wakamoto shall have the right, but not the obligation, to bring, at MacroGenics’ own Wakamoto’s sole expense, such action. The Party not bringing an action under this Section 7.7(a8.8(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating each Party’s expenses in such action, and any remaining amounts shall be allocated between retained by the Parties as provided in Section 7.5(e)Party who brings such action.

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, inter partes review, post-grant review, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound covers or might cover any Product or Modified Product, or the use, sale, offer for sale or importation of the Compound any Product or Modified Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.68.8, in which case the provisions of Section 7.6 shall 8.8 will govern), such Party shall will so notify the other Party and the Parties shall will promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention shall have Neither Party will commence any such proceeding without the exclusive right, but not prior written consent of the obligation, to bring, at its own expense and in its sole control, such action in other Party. In the Territory. If Provention does not bring such an action in the Territory, within ninety (90) days of notification thereof event that a Party commences any proceeding pursuant to this Section 7.7(a) (8.9(a), the commencing Party will provide the other Party a reasonable opportunity to review and comment on the commencing Party’s activities with respect to such proceeding, including by promptly providing the other Party with a copy of all communications from or earlierrelating to any patent authority with respect to such proceeding, if required and by providing drafts of all filings or responses to be made to such patent authorities and instructions relating thereto reasonably [*] to submitting such filings, responses or instructions to give the other Party an opportunity to review and comment. The commencing Party will reasonably consider all reasonable comments from the other Party in good faith regarding such communications and drafts and will comply with any timely reasonable requests by the nature of other Party to the commencing Party with respect to such proceeding). [*] = Certain confidential information contained in this document, MacroGenics shall have marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the right, but not the obligation, to bring, at MacroGenics’ own expense, such action. The Party not bringing an action under this Section 7.7(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e)company if publicly disclosed.

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound or covers a Product, or the use, sale, offer for sale or importation of the Compound or a Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.610.6, in which case the provisions of Section 7.6 10.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Licensee shall have the exclusive right, but not the obligation, to bring, bring at its own expense and in its sole control, control such action in the Territory. If Provention Licensee does not bring such an action in the Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a10.7(a) (or earlier, if required by the nature of the proceeding), MacroGenics then Takeda shall have the right, but not the obligation, to bring, at MacroGenics’ own Takeda’s sole expense, such action. The Party not bringing an action under this Section 7.7(a10.7(a) shall be entitled to separate representation in such proceeding by legal counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e).

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound or a Product, or the use, sale, offer for sale or importation of the Compound or a Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.69.6, in which case the provisions of Section 7.6 9.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Takeda shall have the exclusive initial right, but not the obligation, to bring, at its own expense and in its sole control, such action in the Territory. If Provention Takeda does not bring such an action in the Territory, within ninety (90) days [***] of notification thereof pursuant to this Section 7.7(a9.7(a) (or earlier, if required by the nature of the proceeding), then MacroGenics shall have the right, but not the obligation, to bring, at MacroGenics’ own expense, such action. The Party not bringing an action under this Section 7.7(a9.7(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e9.5(d).

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound or a Licensed Product, or the use, sale, offer for sale or importation of the Compound or a Licensed Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.69.6, in which case the provisions of Section 7.6 9.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Xxxxxxx shall have the exclusive right, but not the obligation, to bring, at its own expense and in its sole control, such action in the Territoryaction. If Provention Xxxxxxx does not bring such an action in the Territory, within ninety (90) days [...***...] of notification thereof pursuant to this Section 7.7(a) 9.7.1 (or earlier, if required by the nature of the proceeding), MacroGenics then argenx shall have the right, but not the obligation, to bringbring such action, at MacroGenics’ argenx’s own expense, such action. The Party not bringing an action under this Section 7.7(a) 9.7.1 shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e)9.5.4.

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled Controlled by a Third Party and having one that covers the manufacture, use or more claims that Cover the Compound or sale of any Licensed Product, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.6, in which case the provisions of Section 7.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Cubist shall have the exclusive first right, but not the obligation, to bring, bring at its own expense and in its sole controlcontrol such action outside the Gilead Territory. Gilead shall have the first right, but not the obligation, to bring at its own expense and in its sole control such action in the Gilead Territory. If Provention Gilead does not bring such an action in the Territory, within ninety (90) days [ ]* of notification thereof pursuant to this Section 7.7(a9.11(a) (or earlier, if required by the nature of the proceeding), MacroGenics Cubist shall have the right, but not the obligation, to bring, bring at MacroGenics’ own expenseCubist's expense and in its sole control, such action. The Party not bringing an action under this Section 7.7(a9.11(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e)[ ]*.

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled Controlled by a Third Party and having one that covers or more claims that Cover may cover the Compound or Productmanufacture, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.6, in which case the provisions of Section 7.6 shall govern)any Licensed Product, such Party shall so notify the other Party and the Parties shall promptly confer in good faith to determine whether to bring such action or the manner in which to settle such action. Provention Cubist shall have the exclusive first right, but not the obligation, to bring, bring at its own expense and in its sole control, control such action in outside the Territory. If Provention Cubist does not bring such an action in the Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a8.6(a) (or earlier, if required by the nature of the proceeding), MacroGenics Chiron shall have the right, but not the obligation, to bringbring at Chiron's expense and in its sole control, such action. Chiron shall have the first right, but not the obligation, to bring at MacroGenics’ its own expenseexpense and in its sole control such action in the Territory. If Chiron does not bring such action within ninety (90) days of notification thereof pursuant to this Section 8.6(a) (or earlier, if required by the nature of the proceeding), Cubist shall have the right, but not the obligation, to bring at Cubist's expense and in its sole control, such action. The Party not bringing an action under this Section 7.7(a8.6(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully reasonably with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s Parties' reasonable expenses incurred in such action, and any remaining amounts shall be allocated between retained by the Parties as provided in Section 7.5(e).Party bringing such action. * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION

Third Party Patent Rights. If either Party desires to bring an oppositiona claim, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination suit or other attack upon the validity, title legal proceeding is threatened or enforceability of a Patent Right owned or controlled commenced against MD and/or CLONTECH by a Third Party and having one alleging that the making, use, selling, offer for sale or more claims that Cover importing of the Compound or ProductMicroarrays infringes an Intellectual Property Right of the Third Party ("Claim"), or if either Party becomes aware of any Intellectual Property Rights of a Third Party that may cover the making, use, saleselling, offer for sale or importing of the Microarrays, then each Party will give prompt written notice thereof to the other Party. (a) MD shall have the right to defend against or settle any Claim arising from or relating to the MD IP; provided that: (a) CLONTECH shall cooperate fully with MD in any defense, settlement or compromise made by MD at MD's expense; (b) CLONTECH shall not enter into any settlement agreement or other voluntary resolution of any such Claim without obtaining MD's prior written consent thereto; and (c) MD shall not enter into any settlement with such Third Party which would incur any license fees to such Third Party for the making, using, selling, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim Microarrays unless approved by the Joint Steering Committee pursuant to or defense ofSection 2.7(iv) below. If CLONTECH has complied fully with the procedures set forth in this Section 2.7(i)(a)-(b), MD will indemnify and hold CLONTECH harmless from and against any loss, cost, damage, or accompanies other expenses as a defense of, a Third Party’s claim or assertion result of infringement under Section 7.6, in which case the provisions of Section 7.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Claim. (b) CLONTECH shall have the exclusive right, but not right to defend against or settle any Claim arising from or relating to the obligation, to bring, at its own expense and in its sole control, such action in the Territory. If Provention does not bring such an action in the Territory, within ninety CLONTECH IP provided that: (90a) days of notification thereof pursuant to this Section 7.7(a) (or earlier, if required by the nature of the proceeding), MacroGenics shall have the right, but not the obligation, to bring, at MacroGenics’ own expense, such action. The Party not bringing an action under this Section 7.7(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and MD shall cooperate fully with the Party bringing such action. Any awards CLONTECH in any defense, settlement or amounts received in bringing compromise made by CLONTECH at CLONTECH's expense; (b) MD shall not enter into any settlement agreement or other voluntary resolution of any such action Claim without obtaining CLONTECH's prior written consent thereto; and (c) CLONTECH shall not enter into any settlement with such Third Party which would incur any license fees to such Third Party for the making, using, selling, offer for sale or importation of the Microarrays unless approved by the Joint Steering Committee pursuant to Section 2.7(iv). If MD has complied fully with the procedures set forth in this Section 2.7(ii)(a)-(b), CLONTECH will indemnify and hold MD harmless from and against any loss, cost, damage, or other expenses as a result of such Claim. (c) In the event the Parties shall disagree as to whether the Claim arises from or relates to MD or CLONTECH IP, then the issue shall be first allocated decided by a mutually acceptable independent patent counsel, and the costs incurred in this regard shall be borne by the losing Party. (d) If a final injunction is obtained against the making, using or sale of the Microarrays as a result of a Claim by a Third Party or the Joint Steering Committee reasonably believes that the Microarrays are likely to reimburse become the initiating Party’s expenses subject of a successful claim of infringement, the Joint Steering Committee shall have the right to direct that: (a) the Microarrays, part thereof, or method of manufacture or use thereof be modified in such actionfashion as to avoid any Third Party Intellectual Property Rights; and/or (b) have a Party or both Parties enter into a Third Party License to obtain rights under such Intellectual Property Rights held by such Third Party, and in which event any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e).royalties and/or other payments necessary to obtain or