Common use of Zymeworks Patent Rights Clause in Contracts

Zymeworks Patent Rights. Zymeworks shall have the first right to enforce the Zymeworks Patent Rights with respect to any Infringement, and to defend any declaratory judgment action with respect thereto, at its own expense and by counsel of its own choice and in the name of Zymeworks and shall notify GSK of such enforcement actions. If Zymeworks fails to bring or defend any such action against an Infringement by a Product within (a) […***…] following the notice of alleged Infringement or (b) […***…] before the time limit, if any, set forth in Applicable Laws for the filing of such actions, whichever comes first, GSK shall have the right but not the obligation, to bring and control any such action against such Infringement at its own expense and by counsel of its own choice, and Zymeworks shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. In no event shall GSK admit the invalidity of, in exercising its rights under this Section 6.3.2, any Zymeworks Patent Rights without Zymeworks’ prior written consent, which may be withheld in Zymeworks’ sole discretion.

Zymeworks Patent Rights. Zymeworks shall have the first right to enforce the Zymeworks Patent Rights with respect to any Competing Product Infringement, and to defend any declaratory judgment action with respect thereto, at its own expense and by counsel of its own choice and in the name of Zymeworks and shall notify GSK DS of such enforcement actions. If Zymeworks fails to bring or defend any such action against an a Competing Product Infringement by a Product within (a) […***…] following the notice of alleged Competing Product Infringement provided pursuant to Section 7.3.2 or (b) […***…] before the time limit, if any, set forth in Applicable Laws for the filing of such actions, whichever comes first, GSK DS shall have the right but not the obligation, to bring and control any such action against such Infringement at its own expense and by counsel of its own choice, and Zymeworks shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. In no event shall GSK DS admit the invalidity of, in or after exercising its rights right to bring and control an action under this Section 6.3.27.3.2, neglect to defend the validity of, any Zymeworks Patent Rights without Zymeworks’ prior written consent, which may be withheld in Zymeworks’ sole discretionRights.

Zymeworks Patent Rights. Zymeworks shall have the first right to enforce the Zymeworks Patent Rights with respect to any Competing Infringement, and to defend any declaratory judgment action with respect thereto, at its own expense and by counsel of its own choice and in the name of Zymeworks and shall notify GSK Celgene of such enforcement actions. If Zymeworks fails to bring or defend any such action against an a Competing Infringement by a Product within (a) […***…] following the notice of alleged Competing Infringement provided pursuant to Section 7.3.2 or (b) […***…] before the time limit, if any, set forth in Applicable Laws for the filing of such actions, whichever comes first, GSK Celgene shall have the right but not the obligation, to bring and control any such action against such Infringement at its own expense and by counsel of its own choice, and Zymeworks shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. In no event shall GSK Celgene admit the invalidity of, in or after exercising its rights right to bring and control an action under this Section 6.3.27.3.2, fail to defend the validity of, any Zymeworks Patent Rights without Zymeworks’ prior written consent, which may shall not be withheld in Zymeworks’ sole discretionunreasonably withheld, conditioned or delayed.

Zymeworks Patent Rights. Zymeworks shall have the first right to enforce the Zymeworks Patent Rights with respect to any Competing Product Infringement, and to defend any declaratory judgment action with respect thereto, at its own expense and by counsel of its own choice and in the name of Zymeworks and shall notify GSK BeiGene of such enforcement actions. If Zymeworks fails to bring or defend any such action against an a Competing Product Infringement by a Product within (a) […***…] following the notice of alleged Competing Product Infringement provided pursuant to Section 6.3.1 or (b) […***…] before the time limit, if any, set forth in Applicable Laws for the filing of such actions, whichever comes first, GSK BeiGene shall have the right but not the obligation, to bring and control any such action against such Infringement at its own expense and by counsel of its own choice, and Zymeworks shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. In no event shall GSK BeiGene admit the invalidity of, in or after exercising its rights right to bring and control an action under this Section 6.3.2, neglect to defend the validity of, any Zymeworks Patent Rights without Zymeworks’ prior written consent, which may shall not be withheld in Zymeworks’ sole discretion.unreasonably withheld, conditioned or delayed.54

Zymeworks Patent Rights. Zymeworks shall have the first right to enforce the Zymeworks Patent Rights with respect to any Competing Product Infringement, and to defend any declaratory judgment action (or other challenge) with respect thereto, at its own expense and by counsel of its own choice and in the name of Zymeworks and shall notify GSK XXX of such enforcement actions. If Zymeworks fails to bring or defend any such action against an a Competing Product Infringement by a Product in the Field within (a) […...***…...] following the notice of alleged Competing Product Infringement provided pursuant to Section 7.3.1 or (b) […...***…...] before the time limit, if any, set forth in Applicable Laws for the filing of such actions, whichever comes first, GSK XXX shall have the right but not the obligation, to bring and control any such action against such Infringement at its own expense and by counsel of its own choice, and Zymeworks shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. In no event shall GSK either Party admit the invalidity of, in or after exercising its rights right to bring and control an action under this Section 6.3.27.3.2, fail to defend the validity of, any Zymeworks Patent Rights without Zymeworks’ prior written consent, which may shall not be withheld in Zymeworks’ sole discretion.unreasonably withheld, conditioned or delayed. 77