Common use of Withdrawal, Cooperation and Participation Clause in Contracts

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 13.7. (i) If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in sufficient time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and such other Party may substitute itself for the withdrawing Party and proceed under the terms and conditions of this Section 13.7. (ii) The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including [***]. The Party controlling any such action will keep the non-controlling Party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. (iii) Each Party will have the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the non-controlling Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will provide the non-controlling Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will take into account reasonable requests of the non-controlling Party regarding such enforcement or defense.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 13.7.10.5 and subject to the terms of this Section 10.5: (i) If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party through the JPC (in sufficient time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive actionaction (including any such period of time as is required to comply with the provisions of Section 10.5(b)(ii)) and such other Party may substitute itself for the withdrawing Party and proceed under the terms and conditions of this Section 13.710.5. (ii) The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including [***]. The Party controlling any such action will keep the non-controlling other Party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. (iii) Each Party will have the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the non-controlling participating Party’s sole cost and expenseexpense and by counsel of its choosing. If a Party elects to so participate or be involved, the controlling Party will provide the non-controlling participating Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will take into account reasonable requests of the non-controlling participating Party regarding such enforcement or defense.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 13.7.9.2: (i) If the controlling Party party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in sufficient time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) party and such other Party party may substitute itself for the withdrawing Party party and proceed under the terms and conditions of this Section 13.79.2. (ii) The non-controlling Party party will cooperate with the Party party controlling any such action (as may be reasonably requested by the controlling Partyparty), including [***](a) providing access to relevant documents and other evidence, (b) making its and its Affiliates and licensees (including Sublicensees) and all of their respective employees, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (c) if necessary, by being joined as a party, subject for this clause (c) to the controlling party agreeing to indemnify such non-controlling party for its involvement as a named party in such action and paying those Patent Costs incurred by such party in connection with such joinder. The Party party controlling any such action will keep the non-controlling Party other party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. (iii) Each Party party will have the right to participate or otherwise be involved in any such action controlled by the other Partyparty, in each case at the non-controlling Partyparticipating party’s sole cost and expense. If a Party party elects to so participate or be involved, the controlling Party party will provide the non-controlling Party participating party and its counsel with an opportunity to consult with the controlling Party party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party party will take into account reasonable requests of the non-controlling Party regarding such enforcement or defenseparticipating party.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 13.7.14.4 and subject to the terms of this Section: (i) 14.4.4.1. If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in sufficient time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive actionaction (including any such period of time as is required to comply with the provisions of Section 14.4.2.3)) and and, if permitted under Sections 14.4.3, such other Party may substitute itself for the withdrawing Party and proceed under the terms and conditions of this Section 13.714.4. (ii) 14.4.4.2. The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including [***]including, at the controlling Party’s sole cost and expense, (1) providing access to relevant documents and other evidence, (2) using reasonable efforts to make its and its Affiliates and licensees and Sublicensees and all of their respective employees, subcontractors, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (3) if reasonably necessary, by being joined as a party, subject for this clause (3) to the controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those Patent Costs incurred by such non-controlling Party in connection with such joinder. The Party controlling any such action will keep the non-controlling other Party reasonably updated with respect to any such action, including providing copies of all materials documents received or filed in connection with any such action. (iii) 14.4.4.3. Each Party will have the right to participate or otherwise be involved in consult with the other Party regarding any such action controlled by the such other Party, in each case at the non-controlling such first Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will provide the non-controlling other Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. documents related thereto), and the controlling Party will take into account reasonable and timely requests of the non-controlling other Party regarding such enforcement or defense. Nothing in this Section 14.4.4.3 will limit the controlling Party’s ability to prosecute any such action.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 13.7.11.2(b): (i) If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in sufficient time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and such other Party may substitute itself for the withdrawing Party and proceed under the terms and conditions of this Section 13.711.2(c). (ii) The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including [***](a) providing access to relevant documents and other evidence, (b) making its and its Affiliates and licensees (including Sublicensees) and all of their respective employees, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (c) if necessary, by being joined as a party, subject for this clause (c) to the controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those Patent Costs incurred by such Party in connection with such joinder. The Party controlling any such action will keep the non-controlling other Party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. (iii) Each Party will have the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the non-controlling participating Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will provide the non-controlling participating Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will take into account reasonable requests of the non-controlling Party regarding such enforcement or defenseparticipating Party.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 13.7.12.2: (i) If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in sufficient time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and such other Party may substitute itself for the withdrawing Party and proceed under the terms and conditions of this Section 13.712.2. (ii) The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including [***](a) providing access to relevant documents and other evidence, (b) making its and its Affiliates and licensees (including Sublicensees) and all of their respective employees, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (c) if necessary, by being joined as a party, subject for this clause (c) to the controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those Patent Costs incurred by such Party in connection with such joinder. The Party controlling any such action will keep the non-controlling other Party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. (iii) Each Party will have the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the non-controlling participating Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will provide the non-controlling participating Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will take into account reasonable requests of the non-controlling Party regarding such enforcement or defenseparticipating Party.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 13.7.9.2: (i) If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in sufficient time and then, subject to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and Section 9.2(a)(ii), such other Party may substitute itself for the withdrawing Party and proceed under the terms and conditions of this Section 13.79.2. (ii) The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including [***](i) providing access to relevant documents and other evidence, (ii) making its and its Affiliates and licensees and sublicensees and all of their respective employees, subcontractors, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (iii) if necessary, by being joined as a party, subject for this clause (iii) to the controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those Patent Costs incurred by such Party in connection with such joinder. The Party controlling any such action will keep the non-controlling other Party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. (iii) Each Party will have the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the non-controlling participating Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will provide the non-controlling participating Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will take into account reasonable requests of the non-controlling participating Party regarding such enforcement or defense.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 13.7.11.2: (i) If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in sufficient time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and such other Party may substitute itself for the withdrawing Party and proceed under the terms and conditions of this Section 13.711.2. (ii) The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including [***](a) providing access to relevant documents and other evidence, (b) making its and its Affiliates and licensees (including Sublicensees) and all of their respective employees, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (c) if necessary, by being joined as a party, subject for this clause (c) to the controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those Patent Costs incurred by such Party in connection with such joinder. The Party controlling any such action will keep the non-controlling other Party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. (iii) Each Party will have the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the non-controlling participating Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will provide the non-controlling participating Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will take into account reasonable requests of the non-controlling Party regarding such enforcement or defenseparticipating Party.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 13.7.Paragraphs 5.2 or 5.3: (i) 5.4.1 If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in sufficient time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and such other Party may substitute itself for the withdrawing Party and proceed under the terms and conditions of this Section 13.7[***]. (ii) 5.4.2 The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including [***]. The Party controlling any such action will keep the non-controlling Party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. (iii) 5.4.3 Each Party will have the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the non-controlling Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will provide the non-controlling Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will take into account reasonable requests of the non-controlling Party regarding such enforcement or defense. 5.4.4 In all cases, prior to the commencement of any infringement or defensive action identified above in Paragraphs 5.2 or 5.3, the Parties shall reasonably consult with respect thereto, including a discussion of the relevant Patents to be included in any such action.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 13.7.12.6: (i) If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in sufficient time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and such other Party may substitute itself for the withdrawing Party and proceed under the terms and conditions of this Section 13.712.6(d). (ii) The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including [***](A) providing access to relevant documents and other evidence, (B) making its and its Affiliates and licensees and all of their respective employees, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (C) if necessary, by being joined as a party, subject for this clause (C) to the controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those Patent Costs incurred by such Party in connection with such joinder. The Party controlling any such action will keep the non-controlling other Party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. (iii) Each Party will have has the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the non-controlling participating Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will provide the non-controlling participating Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will take into account reasonable requests of the non-controlling Party regarding such enforcement or defenseparticipating Party.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 13.7.7.2 which may be controlled by either Verve or Acuitas: (i) If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in sufficient time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and such other Party may substitute itself for the withdrawing Party and proceed under the terms and conditions of this Section 13.7. (ii) The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including [***]by (A) providing access to relevant documents and other evidence, (B) making its and its Affiliates and Sublicensees and all of their respective employees, subcontractors, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (C) if necessary, being joined as a party, subject for this clause (C) to the controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those Losses incurred by such Party in connection with such joinder. The Party controlling any such action will keep the non-controlling other Party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. (iiiii) Each Party will have the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the participating (i.e., non-controlling controlling) Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will provide the non-controlling participating Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will take into account reasonable requests of the non-controlling participating Party regarding such enforcement or defense. The foregoing shall not apply to any defensive actions described in Section 7.2(b)(ii) that do not involve claims specifically relating to an LNP Technology Patent.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 13.7.7.2 which may be controlled by either Omega or Nitto: (i) If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in sufficient time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and such other Party may substitute itself for the withdrawing Party and proceed under the terms and conditions of this Section 13.7. (ii) The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including [***]by (A) providing access to relevant documents and other evidence, (B) making its and its Affiliates and Sublicensees and all of their respective employees, subcontractors, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (C) if necessary, being joined as a party, subject for this clause (C) to the controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those Losses incurred by such Party in connection with such joinder, but subject in all respects to the indemnification obligations of Section 9.6. The Party controlling any such action will keep the non-controlling other Party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. (iiiii) Each Party will have the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the participating (i.e., non-controlling controlling) Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will provide the non-controlling participating Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will take into account reasonable requests of the non-controlling participating Party regarding such enforcement or defense. The foregoing will not apply to any defensive actions described in Section 7.2(b)(ii) that do not involve claims specifically relating to a Nitto or Joint Patent.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 13.7. 7.2 which may be controlled by either BioNTech or Acuitas: (i) If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in sufficient good time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and such other Party may substitute itself for the withdrawing Party Party, shall be granted the right and standing to xxx in the other Party's name, and proceed under the terms and conditions of this Section 13.7. 7.2. (ii) The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including [***](A) providing access to relevant documents and other evidence, (B) making its and its Affiliates and licensees and Sublicensees and all of their respective employees, subcontractors, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (C) if necessary, by being joined as a party, subject for this clause (C) to the controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those Patent Costs incurred by such Party in connection with such joinder. The Party controlling any such action will keep the non-controlling other Party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. (iii) Each Party will have the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the non-controlling Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will provide the non-controlling Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will take into account reasonable requests of the non-controlling Party regarding such enforcement or defense.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action regarding Acuitas Patents identified above in this Section 13.7.7.2: (i) If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in sufficient time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and such other Party may substitute itself for the withdrawing Party and proceed under the terms and conditions of this Section 13.7. (ii) The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including [***]by (A) providing access to relevant documents and other evidence, (B) making its and its Affiliates and Sublicensees and all of their respective employees, subcontractors, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (C) if necessary, being joined as a party, subject for this clause (C) to the controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those Losses incurred by such Party in connection with such joinder. The Party controlling any such action will keep the non-controlling other Party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. (iiiii) Each Party will have the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the participating (i.e., non-controlling controlling) Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will provide the non-controlling participating Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will take into account reasonable requests of the non-controlling participating Party regarding such enforcement or defense.