Common use of Cooperation Procedures Clause in Contracts

Cooperation Procedures. At the request and expense of the Party bringing an infringement or misappropriation action under this Section 10.3 (Enforcement Against Third Party Infringement or Misappropriation), the other Party will provide reasonable assistance and cooperation in any such action (including entering into a common interest agreement if reasonably deemed necessary by any Party) and agrees to be joined as a party to the suit if necessary for the initiating Party to bring or continue an infringement or misappropriation action hereunder. In addition, the Party bringing an infringement or misappropriation action under this Section 10.3 (Enforcement Against Third Party Infringement or Misappropriation) will provide the other Party with copies of all pleadings and other documents in advance of filing with the court and will consider reasonable input from the other Party during the course of the action. For clarity, the Party bringing an infringement or misappropriation action under this Section 10.3 (Enforcement Against Third Party Infringement or Misappropriation) will control such infringement or misappropriation action subject to the terms of this Section 10.3 (Enforcement Against Third Party Infringement or Misappropriation). Neither Party may settle any action or proceeding brought under this Section 10.3 (Enforcement Against Third Party Infringement or Misappropriation) or knowingly take any other action in the course thereof that disclaims, limits the scope of, admits the invalidity or unenforceability of, or grants a license, covenant not to sue or similar immunity under a Patent Right Controlled by the other Party without first obtaining the written consent of the Party that Controls the relevant Patent Right. Furthermore, Ionis may not [***]. The Parties will reasonably assist each other and cooperate with each other, at their own expense, in any such investigation, pre-litigation preparation, or litigation to ensure that there is an aligned global litigation and enforcement strategy.

Cooperation Procedures. At the request and expense of the Party bringing an infringement or misappropriation action controlling the defense of any Third Party Patent Challenge under this Section 10.3 10.4 (Enforcement Against Defense of Third Party Infringement or MisappropriationPatent Challenges), the other Party will provide reasonable assistance and cooperation in any such action (including entering into a common interest agreement if reasonably deemed necessary by any Party) and agrees to be joined as a party to the suit if necessary for the initiating Party to bring or continue an infringement or misappropriation action hereunderaction. In addition, the Party bringing an infringement or misappropriation action controlling the defense of any Third Party Patent Challenge under this Section 10.3 10.4 (Enforcement Against Defense of Third Party Infringement or MisappropriationPatent Challenges) will provide the other Party with copies of all pleadings and other documents in advance of filing to be filed with the court and will consider reasonable input from the other Party during the course of the action. For clarity, the Party bringing an infringement or misappropriation action under this Section 10.3 (Enforcement Against Third Party Infringement or Misappropriation) will control such infringement or misappropriation action subject to the terms of this Section 10.3 (Enforcement Against Third Party Infringement or Misappropriation). Neither Party Otsuka may not settle any action or proceeding brought or defended under this Section 10.3 10.4 (Enforcement Against Third Defense of Third-Party Infringement or MisappropriationPatent Challenges) or knowingly take any other action in the course thereof that disclaimswithout ▇▇▇▇▇’ prior written consent, limits unless such action or proceeding solely concerns the scope of, admits the invalidity or unenforceability of, or grants a license, covenant not to sue or similar immunity under a Otsuka Patent Right Controlled by the other Party without first obtaining the written consent of the Party that Controls the relevant Patent RightRights. Furthermore, Ionis may not [***]settle any action or proceeding brought or defended under this Section 10.4 (Defense of Third-Party Patent Challenges) or knowingly take any other action in the course thereof with respect to the Ionis Product-Specific Patents or Joint Collaboration Patent Rights in the Otsuka Territory, without Otsuka’s prior written consent not to be unreasonably withheld, conditioned or delayed. The Parties will reasonably assist each other and cooperate with each other, at their own expense, in any such investigation, pre-litigation preparation, or litigation to ensure that there is an aligned global litigation and strategy. Notwithstanding the above, in the case of any invalidity or unenforceability claims arising in an enforcement strategyaction under Section 10.3 (Enforcement Against Third Party Infringement or Misappropriation), the Party controlling the enforcement action pursuant to Section 10.3 (Enforcement Against Third Party Infringement or Misappropriation) shall control the response to such invalidity or unenforceability claims, provided such Party may not admit invalidity or unenforceability of any Patent Right Controlled by the other Party without the prior written consent of the other Party.

Cooperation Procedures. At the request and expense of the Party bringing an infringement or misappropriation action controlling the defense of any Third Party Challenge under this Section 10.3 12.4 (Enforcement Against Defense of Third Party Infringement or MisappropriationChallenges), the other Party will provide reasonable assistance and cooperation in any such action (including entering into a common interest agreement if reasonably deemed necessary by any Party) and agrees to be joined as a party to the suit if necessary for the initiating Party to bring or continue an infringement or misappropriation action hereunderaction. In addition, the Party bringing an infringement or misappropriation action controlling the defense of any Third Party Challenge under this Section 10.3 12.4 (Enforcement Against Defense of Third Party Infringement or MisappropriationChallenges) will provide the other Party with copies of all pleadings and other documents in advance of filing to be filed with the court and will consider reasonable input from the other Party during the course of the action. For clarity, the Party bringing an infringement or misappropriation action under this Section 10.3 (Enforcement Against Third Party Infringement or Misappropriation) will control such infringement or misappropriation action subject to the terms of this Section 10.3 (Enforcement Against Third Party Infringement or Misappropriation). Neither Party ▇▇▇ may not settle any action or proceeding brought or defended under this Section 10.3 12.4 (Enforcement Against Defense of Third Party Infringement or MisappropriationChallenges) or knowingly take any other action in the course thereof that disclaimswithout Ionis’ prior consent, limits unless such action or proceeding solely concerns the scope of, admits the invalidity or unenforceability of, or grants a license, covenant not to sue or similar immunity under a Patent Right Controlled by the other Party without first obtaining the written consent of the Party that Controls the relevant Patent Right[***]. Furthermore, Ionis ▇▇▇▇▇ may not settle any action or proceeding brought or defended under this Section 12.4 (Defense of Third Party Challenges) or knowingly take any other action in the course thereof without ▇▇▇’s prior consent, unless such action or proceeding solely concerns the [***]. The Parties will reasonably assist each other and cooperate with each other, at their own cost and expense, in any such investigation, pre-litigation preparation, or litigation to ensure that there is an aligned global litigation and strategy. Notwithstanding the above, in the case of any invalidity or unenforceability claims arising in an enforcement strategyaction under Section 12.3 (Enforcement Against Third Party Infringement or Misappropriation), the Party controlling the enforcement action pursuant to Section 12.3 (Enforcement Against Third Party Infringement or Misappropriation) shall control the response to such invalidity or unenforceability claims, provided that such Party may not admit invalidity or unenforceability of any Patent Right Controlled by the other Party without the prior written consent of the other Party.

Cooperation Procedures. At the request and expense of the Party bringing an infringement or misappropriation action under this Section 10.3 (Enforcement Against Third Party Infringement or Misappropriation), the other Party will provide reasonable assistance and cooperation in any such action (including entering into a common interest agreement if reasonably deemed necessary by any Party) and agrees to be joined as a party to the suit if necessary for the initiating Party to bring or continue an infringement or misappropriation action hereunder. In addition, the Party bringing an infringement or misappropriation action under this Section 10.3 (Enforcement Against Third Party Infringement or Misappropriation) will provide the other Party with copies of all pleadings and other documents in advance of filing with the court and will consider reasonable input from the other Party during the course of the action. For clarity, the Party bringing an infringement or misappropriation action under this Section 10.3 (Enforcement Against Third Party Infringement or Misappropriation) will control such infringement or misappropriation action subject to the terms of this Section 10.3 (Enforcement Against Third Party Infringement or Misappropriation). Neither Party may settle any action or proceeding brought under this Section 10.3 (Enforcement Against Third Party Infringement or Misappropriation) or knowingly take any other action in the course thereof that disclaims, limits the scope of, admits the invalidity or unenforceability of, or grants a license, covenant not to sue or similar immunity under an Ionis Patent Right or a Patent Right Controlled by the other Party Thera without first obtaining the written consent of the Party that Controls the relevant Patent Right. Furthermore, Ionis may not [***]. The Parties will reasonably assist each other and cooperate with each other, at their own expense, in any such investigation, pre-litigation preparation, or litigation to ensure that there is an aligned global litigation and enforcement strategy.