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 owned or controlled by a Third Party and having one or more claims that covers a Product, or the use, sale, offer for sale or importation of 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 12.7, in which case the provisions of Section 12.7 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. Ultragenyx 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 with respect to Ultragenyx Pipeline Products. Takeda shall have the exclusive right, but not the obligation, to bring at its own expense and in its sole control such action with respect to Licensed [***] Products, Licensed Analog Products and Research Products in the Territory. If the

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 owned or controlled by a Third Party and having one or more claims that covers a the Product, or the use, making, sale, offer for sale or importation of a 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 12.79.6, in which case the provisions of Section 12.7 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. Ultragenyx Each Party shall have the exclusive right, but not the obligation, to bring at its own expense and in its sole control such action in its respective territory. If such Party does not bring such an action in its territory, within [***] of notification thereof pursuant to this Section 9.7(a) (or earlier, if required by the Territory with respect to Ultragenyx Pipeline Products. Takeda nature of the proceeding), then the other Party shall have the exclusive right, but not the obligation, to bring bring, at such other Party’s sole expense, such action. The Party not bringing an action under this Section 9.7(a) shall be entitled to separate representation in such proceeding by legal counsel of its own choice and at its own expense expense, and in its sole control shall cooperate fully with the Party bringing such action with respect to Licensed [***] Products, Licensed Analog Products and Research Products in the Territory. If theaction.