Common use of Enforcement Right Clause in Contracts

Enforcement Right. If Editas believes that a Third Party is infringing an Adverum Patent through the Commercialization of a product that competes directly with a Product (“Field Infringement”), Editas shall confer with Adverum regarding the possible assertion of such Adverum Patent against such Third Party. [***] shall then have the right, but not the obligation, to bring and control any action or proceeding with respect to infringement of such Adverum Patent(s) (including Joint Patents) in the Field and in the Territory, at its own expense and by counsel of its own choice, but which is reasonably acceptable to [***]. [***] shall have the right, at their own expense, to be represented in any such action by counsel of their own choice, and [***] and their counsel will reasonably cooperate with [***] and its counsel in strategizing, preparing, and litigating any such action or proceeding. If [***] fails to bring an action or proceeding with respect to infringement of any Adverum Patent in the Field and within the Territory within (A) [***] days following a notice of alleged infringement by Adverum to Editas or (B) [***] days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, and after considering, in good faith, [***] reasons for not bringing an action, [***] shall have the right, but not the obligation, to bring and control any such action at its own expense and by counsel of its own choice, and [***] shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Adverum shall retain the sole right, exclusive of Editas, to (A) commence and control any enforcement action for Adverum Patents involving Third Party infringement outside of the Field and (B) control the defense of any Third Party challenges to the validity or enforceability of the Adverum Patents not arising from an assertion of Field Infringement.

Enforcement Right. If Editas believes that a Third Party is infringing an Adverum Patent through (i) After Ideaya’s Option Exercise, as between the Commercialization of a product that competes directly with a Product Parties, Ideaya shall have (“Field Infringement”), Editas shall confer with Adverum regarding A) the possible assertion of such Adverum Patent against such Third Party. [***] shall then have the sole right, but not the obligation, to bring and control any action or proceeding with respect to infringement or challenge of such Adverum Patent(sany Ideaya Patent, and (B) (including the first right, but not the obligation, to bring and control any action or proceeding with respect to infringement or challenge of any Licensed Patent or Joint Patents) Patent in the Field and in the TerritoryTerritory relating to a Licensed Product by a Third Party product (“Product Infringement”), in each case at its own expense and by counsel of its own choice, but which is reasonably acceptable to [***]. [***] Biocytogen shall have the right, at their its own expense, to be represented in any such action under subsection (A) or (B), in each case by counsel of their its own choice, and [***] Ideaya and their its counsel will reasonably cooperate with [***] Biocytogen and its counsel in strategizing, preparing, and litigating any such action or proceeding. If [***] Ideaya fails to bring an action or proceeding with respect to infringement Product Infringement of any Adverum Licensed Patent or Joint Patent in the Field and within the Territory within (AX) [***] days following a the notice of alleged infringement by Adverum to Editas or declaratory judgment or (BY) [***] days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, and after considering, in good faith, [***] reasons for not bringing an action, [***] Biocytogen shall have the right, but not the obligation, to bring and control any such action at its own expense and by counsel of its own choice, and [***] Ideaya shall have the right, at its own expense, to be represented in any such action by counsel of its own choice, and Biocytogen and its counsel will reasonably cooperate with Ideaya and its counsel in strategizing, preparing, and litigating any such action or proceeding. (ii) Except as otherwise agreed by the Parties as part of a cost-sharing arrangement, any recovery or damages realized as a result of such action or proceeding with respect to Licensed Patents or Joint Patents [***]. Adverum Ideaya shall retain have the sole right, exclusive of Editas, right to (A) commence and control retain any enforcement action for Adverum Patents involving Third Party infringement outside of the Field and (B) control the defense recovery or damages realized as a result of any Third Party challenges action or proceeding in relation to any Ideaya Patent, and any such amounts shall not be treated as Net Sales for the validity or enforceability purposes of the Adverum Patents not arising from an assertion of Field Infringementthis Agreement.

Enforcement Right. If Editas believes that a Third Party is infringing an Adverum Patent through (i) As between the Commercialization of a product that competes directly with a Product Parties, Ideaya will have (“Field Infringement”), Editas shall confer with Adverum regarding A) the possible assertion of such Adverum Patent against such Third Party. [***] shall then have the sole right, but not the obligation, to bring and control any action or proceeding with respect to infringement or challenge (and defend to the extent such defense is in connection with an enforcement action initiated by Ideaya) of any Ideaya Patent, and (B) the first right, but not the obligation, to bring and control any action or proceeding with respect to infringement or challenge (and defend to the extent such Adverum Patent(sdefense is in connection with an enforcement action initiated by Ideaya) (including of any Product Patent or Joint Patents) Patent in the Field and in the TerritoryTerritory with respect to a Licensed Product by a Third Party product (“Product Infringement”), in each case at its own expense and by counsel of its own choice, but which is reasonably acceptable to [***]. [***] shall Hengrui will have the right, at their its own expense, to be represented in any such action under subsection (B) by counsel of their its own choice, and [***] Ideaya and their its counsel will reasonably cooperate with [***] Hengrui and its counsel in strategizing, preparing, and litigating any such action or proceeding. If [***] Ideaya fails to bring an action or proceeding with respect to infringement Product Infringement of any Adverum Product Patent or Joint Patent in the Field and within the Territory within (AX) [***] days following a the notice of alleged infringement by Adverum to Editas or declaratory judgment or (BY) [***] days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, and after considering, in good faith, [***] reasons for not bringing an action, [***] shall Hengrui will have the right, but not the obligation, to bring and control any such action at its own expense and by counsel of its own choice, and [***] shall Ideaya will have the right, at its own expense, to be represented in any such action by counsel of its own choice, and Hengrui and its counsel will reasonably cooperate with Ideaya and its counsel in strategizing, preparing, and litigating any such action or proceeding. (ii) Except as otherwise agreed by the Parties as part of a cost-sharing arrangement, any recovery or damages realized as a result of such action or proceeding with respect to Product Patents or Joint Patents in the Territory will be used first to reimburse the Parties’ reasonable and documented out-of-pocket legal expenses relating to the action or proceeding, and any remaining compensatory damages relating to Licensed Products or Joint Patents (including lost sales or lost profits with respect to Licensed Products) and punitive damages will be retained by the Party that brought and controlled such action or proceeding, and in the case that Ideaya brought and controlled such action or proceeding, such remaining compensatory damages for the Territory will be deemed to be Net Sales subject to royalty payments to Hengrui in accordance with the provisions of Section 6.3. Adverum shall retain Ideaya will have the sole rightright to retain any recovery or damages realized as a result of any action or proceeding solely in relation to any Ideaya Patent, exclusive and any such amounts will not be treated as Net Sales for the purposes of Editasthis Agreement. (iii) For clarity, Hengrui will have the sole right to bring and control any action or proceeding with respect to infringement or challenge (and defend to the extent such defense is in connection with an enforcement action initiated by H▇▇▇▇▇▇) of (A) commence and control any enforcement action for Adverum Platform Patents involving Third Party infringement outside of the Field or any other Licensed Patents (other than Product Patents) worldwide, and (B) control the defense any Licensed Patents or Joint Patents in Greater China, in each case of any Third Party challenges to the validity or enforceability (A) and (B), at its own expense and by counsel of the Adverum Patents not arising from an assertion of Field Infringementits own choice.