Common use of Jointly Owned Patents Clause in Contracts

Jointly Owned Patents. In the event MAXYGEN or NOVO NORDISK becomes aware of any actual or threatened infringement of any Jointly Owned Patents, that Party shall promptly notify the other and shall promptly discuss how to proceed in connection with such actual or threatened infringement. In the case of an act of infringement in the NOVO NORDISK Field, should MAXYGEN not wish to participate in such a proceeding, NOVO NORDISK shall have the right to proceed alone, at its expense, and may retain any cash recovery; provided, at the request and expense of NOVO NORDISK. MAXYGEN agrees to cooperate and join in any proceedings in the event that a third party asserts or that a Court finds that MAXYGEN is necessary or indispensable as a named party to such proceedings; provided, NOVO NORDISK may not enter into any settlement with respect to any of the Jointly Owned Patents without the prior consent of MAXYGEN, which consent shall not be unreasonably withheld. In the case of an act of infringement in the MAXYGEN Field, should NOVO NORDISK not wish to participate in such a proceeding, MAXYGEN shall have the right to proceed alone, at its expense, and may retain any cash recovery; provided, at the request and expense of MAXYGEN, NOVO NORDISK agrees to cooperate and join in any proceedings in the event that a third party asserts or that a Court finds that NOVO NORDISK is necessary or indispensable as a named party to such proceedings; provided, MAXYGEN may not enter into any settlement with respect to any of the Jointly Owned Patents without the prior consent of NOVO NORDISK, which consent shall not be unreasonably withheld. Neither Party may make any statement as to the invalidity and/or unenforceability of the Jointly Owned Patents.

Jointly Owned Patents. In the event MAXYGEN or NOVO NORDISK becomes aware (a) If an Infringement of any actual or threatened infringement patent owned jointly by Maxygen and Roche, then the Parties shall agree which Party will have the rights and responsibilities of abating such an Infringement, and how the expenses of abating any Jointly Owned Patents, that Party such Infringement shall promptly notify the other be shared and shall promptly discuss how to proceed any recovery obtained in connection with abating such actual or threatened infringementInfringement will be allocated. In the case of an act of infringement in the NOVO NORDISK Field, should MAXYGEN not If both Parties wish to participate in any such claim, suit or proceeding, the Parties shall jointly conduct such action and share the costs incurred in connection therewith. If only one Party wishes to pursue such a claim, suit or proceeding, NOVO NORDISK then it shall have the right to proceed alone, at its expense. If the responsible Party initiates any claim, suit or proceeding relating to enforcement of the applicable Relevant Patent described above in connection with the abatement of such an Infringement, or becomes involved in a declaratory judgment action related to the applicable Relevant Patent, then the responsible Party shall use counsel reasonably acceptable to the other Party, and may retain any cash recovery; providedshall keep the other Party fully informed as to the status of such matters. Whether or not requested by the Party responsible for such claim, suit or proceeding, the other Party shall have the right to be represented by counsel of its own selection, at its own expense, in any suit initiated by the request responsible Party against a Third Party under this Section for an Infringement, and expense of NOVO NORDISK. MAXYGEN the responsible Party agrees not to cooperate and oppose attempts by the other Party to join in any proceedings in such proceeding. (b) Any recovery received by the event that a third party asserts or that a Court finds that MAXYGEN is necessary or indispensable responsible Party as a named party result of any such claim, suit or proceeding shall be used (i) first to reimburse the responsible Party for all costs and expenses (including attorneys and professional fees, and including amounts used to reimburse the other Party for activities requested by the responsible Party) incurred in connection with such proceedings; providedclaim, NOVO NORDISK suit or proceeding and (ii) if the Parties have agreed to allocate the remainder, the remainder shall be divided with the other Party as agreed by the Parties. (c) Neither Party may not enter into any settlement with respect to any Infringement of the Jointly Owned Patents any jointly owned patent, and may not voluntarily concede (or agree in settlement) that any of such Patent Rights are invalid or unenforceable, without the prior consent of MAXYGENother Party, which consent shall not be unreasonably withheld. In the case of an act of infringement in the MAXYGEN Field, should NOVO NORDISK not wish to participate in such a proceeding, MAXYGEN shall have the right to proceed alone, at its expense, and may retain any cash recovery; provided, at the request and expense of MAXYGEN, NOVO NORDISK agrees to cooperate and join in any proceedings in the event that a third party asserts or that a Court finds that NOVO NORDISK is necessary or indispensable as a named party to such proceedings; provided, MAXYGEN may not enter into any settlement with respect to any of the Jointly Owned Patents without the prior consent of NOVO NORDISK, which consent shall not be unreasonably withheld. Neither Party may make any statement as to the invalidity and/or unenforceability of the Jointly Owned Patents.