Common use of Enforcement Procedures Clause in Contracts

Enforcement Procedures. Subject to the following provisions, the Parties jointly shall engage counsel, which counsel shall be reasonably agreed in good faith by the Parties, to bring and maintain any action or proceeding with respect to infringement of any Arena Patent or Program Patent by a Third Party in the Territory (a “Field Infringement”). The Parties shall cooperate and consult fully with each other in strategizing, preparing, presenting and conducting any such action or proceeding, and the Parties shall seek in good faith to agree on all matters regarding such action or proceeding with Eisai having the final decision (regardless of whether or not Eisai is a party to such action or proceeding) in case such agreement cannot be reached within an appropriate time period (recognizing that certain decisions with respect to strategizing, preparing, presenting and conducting any such action or proceeding may be time sensitive) (subject to the other provisions of this Section 9.3(b)); provided, that Eisai shall fully consider and seek to accommodate Arena’s global intellectual property litigation positions in all such decisions that may impact such global positions (and Eisai shall fully take into account Arena’s interests with respect to the Compounds, the Related Compounds, the Products and other Compound Products and Related Products outside the Territory, including its intellectual property with respect thereto, and the impact outside the Territory of all its final decisions in, and conduct of, such actions or proceedings, and Eisai shall not unreasonably reject or unreasonably act contrary to Arena’s advice and suggestions with respect thereto). Each Party shall cooperate fully with the other Party with respect to such actions or proceedings, including being joined as a party plaintiff or joining the other Party as a party plaintiff in such action or proceeding and providing access to relevant documents and other evidence and making its employees available at reasonable business hours. The Parties shall share all out-of-pocket costs and expenses of conducting any such action or proceeding, with Eisai paying […***…]%, and Arena paying […***…]%, of such costs and expenses. Any monetary recovery resulting from such actions or proceedings will be allocated as follows: each of Eisai and Arena first will be reimbursed, out of such recovery, for its reasonable and verifiable costs and expenses with respect to such action or proceeding (such reimbursement to be pro-rata based on the Parties’ relative costs and expenses if the recovery is not sufficient to reimburse both Parties fully) with any remainder being shared by the Parties with Eisai being paid […***…]% of such net recovery and Arena being paid […***…]% of such net recovery.

Enforcement Procedures. Subject Prior to the following provisionsexercising a right to block a Party with a second enforcement right from initiating an enforcement action for bona fide strategic reasons under this Section 11.4, the Parties jointly blocking Party shall engage counsel, which counsel shall be reasonably agreed in good faith by consider the Parties, to bring and maintain any action or proceeding with respect to infringement best interests of any Arena Patent or Program Patent by a Third Party in the Territory (a “Field Infringement”). The Parties shall cooperate and consult fully with each other in strategizing, preparing, presenting and conducting any such action or proceedingapplicable Licensed Product, and the Parties blocking Party shall seek explain its reasons for any decision to abandon to the Joint Patent Committee. Each Party shall fully cooperate with the other Party in any action under this Section 11.4 at the initiating Party’s expense, and shall join in such action as a party at the initiating Party’s request and expense in the event that an adverse party asserts, the court rules or other Applicable Laws provide, or the initiating Party determines in good faith to agree faith, that a court would lack jurisdiction based on all matters regarding the non-initiating Party’s absence as a party in such suit, but control of such action or proceeding shall remain with Eisai having the initiating Party. In these instances, the Party initiating the infringement suit shall indemnify the non-initiating Party against any order for costs that may be made against the non-initiating Party in such proceedings. The initiating Party will keep the non-initiating Party reasonably informed of the status of the infringement suit. Except as otherwise provided in this Section 11.4, all monies recovered upon the final decision (regardless judgment or settlement of whether or not Eisai is a party to such action or proceeding) in case such agreement cannot be reached within an appropriate time period (recognizing that certain decisions with respect to strategizing, preparing, presenting and conducting any such action or proceeding may suit to enforce any Patent Rights shall be time sensitiveallocated (i) (subject first to the other provisions of this Section 9.3(b))initiating Party to the extent necessary to compensate it for its expenses in its enforcement, (ii) second to the non-initiating Party to the extent necessary to compensate it for its expenses in cooperating with the initiating Party in its enforcement, (iii) third, any remainder attributable to [***], and (iv) fourth, any remainder thereafter shall be [***]; provided, that Eisai shall fully consider and seek to accommodate Arena’s global intellectual property litigation positions in all such decisions that may impact such global positions (and Eisai shall fully take into account Arena’s interests with respect to the Compoundsextent that any amount allocated to Licensee under clause [***]; provided, the Related Compoundsfurther, the Products that for purposes of determining whether [***], any such recovery shall be allocated (a) [***] and other Compound Products and Related Products outside the Territory, including its intellectual property with respect thereto, and the impact outside the Territory of all its final decisions in, and conduct of, such actions or proceedings, and Eisai shall not unreasonably reject or unreasonably act contrary to Arena’s advice and suggestions with respect thereto). Each Party shall cooperate fully with the other Party with respect to such actions or proceedings, including being joined as a party plaintiff or joining the other Party as a party plaintiff in such action or proceeding and providing access to relevant documents and other evidence and making its employees available at reasonable business hours(b) [***]. The Parties may consult with one another on all material aspects of any action under this Section 11.4. Neither Party shall share all out-of-pocket costs and expenses settle any claims or suits involving rights of conducting any such action another Party (or proceeding, with Eisai paying […***…]%, and Arena paying […***…]%, rights of such costs and expenses. Any monetary recovery resulting from Party to the extent they are licensed to such actions or proceedings will be allocated as follows: each of Eisai and Arena first will be reimbursed, out other Party) without obtaining the prior written consent of such recoveryother Party, for its reasonable and verifiable costs and expenses with respect to such action or proceeding (such reimbursement to which consent shall not be pro-rata based on the Parties’ relative costs and expenses if the recovery is not sufficient to reimburse both Parties fully) with any remainder being shared by the Parties with Eisai being paid […***…]% of such net recovery and Arena being paid […***…]% of such net recoveryunreasonably withheld.

Enforcement Procedures. Subject Roivant shall have the first right, but not the obligation, (subject to the following provisions, the Parties jointly shall engage counsel, which counsel shall be reasonably agreed in good faith by the Parties, following) to bring and maintain any action or proceeding with respect to infringement of any Arena Patent or Program Patent by a Third Party in the Territory (a “Field Infringement”), using counsel of its choosing. The Roivant shall keep Arena reasonably informed of any actions or proceedings it takes with respect to any Field Infringement, and the Parties shall cooperate and consult fully with each other in strategizing, preparing, presenting and conducting strategizing regarding any such action or proceeding, provided that Roivant shall control and the Parties shall seek in good faith to agree on all matters regarding such action or proceeding with Eisai having have the final decision decisions (regardless of whether or not Eisai Roivant is a party to such action or proceeding) regarding all matters in case such agreement cannot be reached within an appropriate time period (recognizing that certain decisions with respect to strategizing, preparing, presenting the preparation and conducting conduct of any such action or proceeding may be time sensitive) (subject as to the other provisions of this Section 9.3(b))a Field Infringement; provided, that Eisai Roivant shall fully consider and seek to accommodate Arena’s global intellectual property litigation positions in all make such decisions that may impact such global positions (and Eisai shall fully take into account Arena’s interests with respect to the Compounds, the Related Compounds, the Products and other Compound Products and Related Products outside the Territory, including its intellectual property with respect thereto, and the impact outside the Territory of all its final decisions in, and conduct of, such actions or proceedings, and Eisai shall not unreasonably reject or unreasonably act contrary to Arena’s advice and suggestions with respect thereto)in good faith. Each Party Arena shall cooperate fully with the other Party Roivant with respect to such actions or proceedings, including being joined as a party plaintiff or joining the other Party as a party plaintiff in any such action or proceeding against a Third Party with respect to such Field Infringement (or, to the extent required under Applicable Laws and at the request and direction of Roivant, bringing such action or proceeding directly against a Third Party with respect to such Field Infringement) and providing access to relevant documents and other evidence and making its employees available at reasonable business hours. The Parties shall share all Parties’ reasonable and documented out-of-pocket costs and expenses of conducting any such action or proceedingproceeding against a Field Infringement, with Eisai paying […***…]%, shall be entirely borne by Roivant. Roivant shall promptly inform Arena if it elects not to exercise such first right and Arena paying […***…]%, shall thereafter have the right to initiate any action or proceeding with respect to such Field Infringement in its name and Roivant shall cooperate fully with Arena with respect to such action or proceeding. Each Party shall have the right to be represented by counsel of such costs and expensesits own choice. Any monetary recovery resulting from such actions or proceedings will be allocated as follows: each of Eisai Roivant and Arena first will be reimbursed, out of such recovery, for its reasonable and verifiable costs and expenses with respect to such action or proceeding (such reimbursement to be pro-rata based on the Parties’ relative costs and expenses if the recovery is not sufficient to reimburse both Parties fully) with any remainder being shared by the Parties with Eisai being paid as follows: […***…]% of such net recovery and Arena being paid […***…]% of such net recovery.

Enforcement Procedures. Subject to the following provisions, the Parties jointly shall engage counsel, which counsel shall be reasonably agreed in good faith by the Parties, to bring and maintain any action or proceeding with respect to infringement of any Arena Patent or Program Patent by a Third Party in the Territory (a “Field Infringement”). The Parties shall cooperate and consult fully with each other in strategizing, preparing, presenting and conducting any such action or proceeding, and the Parties shall seek in good faith to agree on all matters regarding such action or proceeding with Eisai having the final decision (regardless of whether or not Eisai is a party to such action or proceeding) in case such agreement cannot be reached within an appropriate time period (recognizing that certain decisions with respect to strategizing, preparing, presenting and conducting any such action or proceeding may be time sensitive) (subject to the other provisions of this Section 9.3(b)); provided, that Eisai shall fully consider and seek to accommodate Arena’s global intellectual property litigation positions in all such decisions that may impact such global positions (and Eisai shall fully take into account Arena’s interests with respect to the Compounds, the Related Compounds, the Products and other Compound Products and Related Products outside the Territory, including its intellectual property with respect thereto, and the impact outside the Territory of all its final decisions in, and conduct of, such actions or proceedings, and Eisai shall not unreasonably reject or unreasonably act contrary to Arena’s advice and suggestions with respect thereto). Each Party shall cooperate fully with the other Party with respect to such actions or proceedings, including being joined as a party plaintiff or joining the other Party as a party plaintiff in such action or proceeding and providing access to relevant documents and other evidence and making its employees available at reasonable business hours. The Parties shall share all out-of-pocket costs and expenses of conducting any such action or proceeding, with Eisai paying […...***…...]%, and Arena paying […...***…...]%, of such costs and expenses. Any monetary recovery resulting from such actions or proceedings will be allocated as follows: each of Eisai and Arena first will be reimbursed, out of such recovery, 108 ***Confidential Treatment Requested for its reasonable and verifiable costs and expenses with respect to such action or proceeding (such reimbursement to be pro-rata based on the Parties’ relative costs and expenses if the recovery is not sufficient to reimburse both Parties fully) with any remainder being shared by the Parties with Eisai being paid […...***…...]% of such net recovery and Arena being paid […...***…...]% of such net recovery.