Common use of Joint Collaboration Patents Clause in Contracts

Joint Collaboration Patents. Subject to Section 10.6(b)(i), Gilead shall have the first right and authority, but not the obligation, to defend any Invalidity or Unenforceability Action with respect to claim in a Joint Collaboration Patent, provided that Gilead shall (A) provide at least [***] days’ written notice to Arcus of its intent to defend such action; (B) consider, reasonably and in good faith, all input received from Arcus and all discussions held by the Patent Litigation Committee with respect thereto; (C) conduct such defense in a manner that Gilead reasonably believes (taking into account all input received from Arcus and all discussions held by the Patent Litigation Committee) to be in the best interests of the Development and Commercialization of applicable Optioned Molecule and Optioned Product, and (D) keep Arcus and the Patent Litigation Committee fully informed and allow Arcus to actively participate in all aspects of such defense. If Gilead does not elect to defend any such Invalidity or Unenforceability Action, then it shall provide written notice to Arcus at least [***] days’ prior to the next deadline for taking any action with respect thereto, and, subject to Section 10.6(b)(i), unless [***], Arcus shall have the second right and authority, but not the obligation, to defend such Invalidity or Unenforceability Action with respect to any such Program Claim.

Joint Collaboration Patents. Subject to Section 10.6(b)(i14.6(b)(i), Gilead shall have the first right and authority, but not the obligation, to defend any Invalidity or Unenforceability Action with respect to claim in a any Joint Collaboration Patent, provided that Gilead shall (A) provide at least [***] days’ written notice to Arcus Assembly of its intent to defend such action; (B) consider, reasonably and in good faith, all input received from Arcus and all discussions held by the Patent Litigation Committee Assembly with respect thereto; (C) conduct such defense in a manner that Gilead reasonably believes (taking into account all input received from Arcus and all discussions held by the Patent Litigation CommitteeAssembly) to be in the best interests of the Development and Commercialization of applicable Assembly Molecules, Assembly Products, Optioned Molecule and Molecule, Optioned Product, Non-Optioned Gilead Molecules, and Non-Optioned Gilead Products and (D) keep Arcus and the Patent Litigation Committee Assembly fully informed and allow Arcus Assembly to actively participate in all aspects of such defense. If Gilead does not elect to defend any such Invalidity or Unenforceability Action, then it shall provide written notice to Arcus Assembly at least [***] days’ prior to the next deadline for taking any action with respect thereto, and, subject to Section 10.6(b)(i14.6(b)(i), unless unless, [***], Arcus Assembly shall have the second right and authority, but not the obligation, to defend such Invalidity or Unenforceability Action with respect to any such Program Claim.