Common use of PDL Target Patent Rights Clause in Contracts

PDL Target Patent Rights. Subject to the further provisions of this subsection (b), decisions regarding the enforcement of PDL Target Patent Rights in an action against an infringement by a Third Party of claims licensed to Biogen Idec under Section 11.1, including the defense of a declaratory judgment action with respect to such potential infringement (each, an “Enforcement Action”) shall be made by PDL. PDL shall have the first right to implement at its sole expense any Enforcement Actions relating to the PDL Target Patent Rights. Biogen Idec shall reasonably cooperate, as requested by PDL, with respect to such Enforcement Action. PDL shall keep the JPC informed of the progress of any action or proceeding to enforce the PDL Target Patent Rights. PDL shall keep the JPC advised of all communications, actual and prospective filings or submissions regarding such PDL Target Patent Rights, and shall provide the JPC an opportunity to review and comment on any such communications, filing and submissions. PDL shall not settle or consent to an adverse judgment in any action or proceeding to enforce such PDL Target Patent Rights that admits the invalidity or unenforceability of such PDL Target Patent Rights unless approved by the Joint Steering Committee (which approval shall not be unreasonably withheld). If PDL fails to institute such a suit or take such action within [****] after a request by Biogen Idec to do so, then Biogen Idec shall have the right at its sole discretion to bring and control such Enforcement Action in the name of either or both Parties, subject to Section 12.10. Such prosecution or defense shall be at Biogen Idec’s sole expense unless PDL opts, at its discretion, to reimburse Biogen Idec for a portion ([****]) of all costs or expenses incurred by Biogen Idec with respect to such prosecution or defense.