Common use of Right to Bring an Action Clause in Contracts

Right to Bring an Action. Thera Europe shall have the first right, but not the obligation, to attempt to resolve such infringement by a Third Party, claim or challenge relating to any Licensed Technology, including by filing an infringement suit, defending against such claim or challenge or taking other similar action (each, an “Action”) and to compromise or settle such infringement or claim in any Country in accordance with Section 9.5.4, and any challenge with respect to any Trademark or Domain Name, as set forth below. Thera Europe shall have the right, but not the obligation, to attempt to resolve any Third Party infringement, claim or challenge relating to any Trademark or Domain Name. If Thera Europe elects to resolve such Third Party infringement, claim or challenge relating to any Licensed Technology, Trademarks or Domain Name, each of Theratechnologies and ▇▇▇▇▇▇ shall have the right, but not the obligation, to join as a party plaintiff or defendant to such Action, and to be represented by independent counsel of their own choice, at their own cost and expense. If Thera Europe does not intend to prosecute or defend an Action in respect of any Licensed Technology, Trademark or Domain Name, Thera Europe shall promptly inform ▇▇▇▇▇▇ and Theratechnologies. If neither Thera Europe nor Theratechnologies initiate an Action with respect to such Third Party infringement, claim or challenge in respect of any Licensed Technology, Trademark or Domain Name prior to the earlier of (a) [REDACTED: Term] following notice thereof, and (b) [REDACTED: Term] before the time limit, if any, set forth in the applicable Laws for such actions, ▇▇▇▇▇▇ shall then have the right to take an Action to attempt to resolve such Third Party infringement, claim or challenge. The Party initiating such Action shall have the sole and exclusive right to select counsel for any suit initiated by it pursuant to this Section 9.5. In order to establish standing, each Party hereby agrees to execute all papers and to perform such other acts as may be reasonably required and requested by the Party initiating such Action so that such Party may enforce its rights in the Licensed Technology, Trademark or Domain Name, including joining as a party plaintiff or defendant in any such Action if requested by such Party. Each Party shall consult with the other Parties with respect to such enforcement or defence and shall keep the other Parties fully informed of any determinations or material developments in any suit initiated by it pursuant to this Section 9.5. Prior to making a decision on whether or not to institute an Action, the Parties will consult with each other in connection with all such claims and, in the course of their discussions, they shall take into consideration their mutual interests and businesses in connection with such Action.

Right to Bring an Action. Thera Europe Recursion shall have the first right, but not the obligation, exclusive right to attempt to resolve such infringement by a any Third Party, claim or challenge relating to any Licensed TechnologyParty Infringement, including by filing an infringement suit, defending against such claim or challenge or taking other similar action (each, an “Action”) and to compromise or settle any such infringement or claim claim. At Recursion’s request, Takeda shall promptly provide Recursion with all relevant documentation (as may be reasonably requested by Recursion) evidencing that Recursion is validly empowered by Takeda to take such an Action. Takeda shall be obligated to join Recursion in any Country in accordance with Section 9.5.4such Action if Recursion determines that it is necessary to demonstrate “standing to ▇▇▇,” provided that Takeda will have the right, and any challenge at its own expense, to retain its own counsel with respect to such Action. In addition, Takeda shall have the right to join any Trademark Action relating to the Takeda Patents, at its own expense. If Recursion does not intend to prosecute or Domain Namedefend an Action, Recursion shall inform Takeda within [***] of becoming aware of or receiving a notice from Takeda of a Third Party Infringement (or such shorter period as set forth below. Thera Europe may be necessary to prevent exhaustion of a statute of limitations (or laches) applicable to such Third Party Infringement) and Takeda shall have the right, but not the obligation, to attempt control such Action. The Party controlling the Action (i) shall keep the other Party reasonably informed with respect to resolve such Action, (ii) shall, in good faith, consult with, and give reasonable consideration to, any Third comments made by the other Party infringement, claim or challenge relating to any Trademark or Domain Name. If Thera Europe elects to resolve such Third Party infringement, claim or challenge relating to any Licensed Technology, Trademarks or Domain Name, each of Theratechnologies and ▇▇▇▇▇▇ shall have the right, but not the obligation, to join as a party plaintiff or defendant related to such Action, and (iii) shall provide the other Party with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such Action. The Parties shall cooperate in good faith to be represented by independent counsel of their own choiceensure that each Person that participates in, at their own cost and expense. If Thera Europe does not intend to prosecute or defend an receives any information about, any Action in respect of any Licensed Technology, Trademark or Domain Name, Thera Europe shall promptly inform ▇▇▇▇▇▇ and Theratechnologies. If neither Thera Europe nor Theratechnologies initiate an Action accordance with respect to such Third Party infringement, claim or challenge in respect of any Licensed Technology, Trademark or Domain Name prior to the earlier of (a) [REDACTED: Term] following notice thereof, and (b) [REDACTED: Term] before the time limit, if any, set forth in the applicable Laws for such actions, ▇▇▇▇▇▇ shall then have the right to take an Action to attempt to resolve such Third Party infringement, claim or challenge. The Party initiating such Action shall have the sole and exclusive right to select counsel for any suit initiated by it pursuant to this Section 9.5. In order 6.5(b) shall use reasonable efforts to establish standing, each Party hereby agrees to execute protect all papers applicable confidential information and to perform such other acts as may be reasonably required preserve all applicable attorney-client privilege and requested by the Party initiating such Action so that such Party may enforce its rights in the Licensed Technology, Trademark or Domain Name, including joining as a party plaintiff or defendant in any such Action if requested by such Party. Each Party shall consult with the other Parties with respect to such enforcement or defence and shall keep the other Parties fully informed of any determinations or material developments in any suit initiated by it pursuant to this Section 9.5. Prior to making a decision on whether or not to institute an Action, the Parties will consult with each other in connection with all such claims and, in the course of their discussions, they shall take into consideration their mutual interests and businesses in connection with such Actionwork product protections.

Right to Bring an Action. Thera Europe (i) As between the Parties, Ipsen shall have the first right, but not the obligation, right to attempt to resolve such infringement by a any Third Party, claim or challenge relating to any Licensed TechnologyParty Infringement, including by filing an infringement suit, defending against such claim a motion for declarative judgment regarding non-infringement, invalidity or challenge unenforceability or taking other similar action action, with respect to (1) a Product Specific Patent Controlled by a Party except to the extent Ipsen elected not to file or to continue to prosecute or maintain such Product Specific Patent and (2) a Ipsen Joint Patent to the extent Ipsen elected to exercise its right to file, prosecute and maintain such Ipsen Joint Patent (each, an “Action”) and to compromise or settle any such infringement or claim in any Country in accordance Third Party Infringement. At ▇▇▇▇▇’▇ reasonable request, Sutro shall promptly provide Ipsen with Section 9.5.4documentation to evidence that Ipsen is validly empowered by Sutro to take such an Action. Sutro shall have the right, and any challenge at its own expense, to retain its own counsel with respect to its participation in any Trademark such Action; provided, that Sutro is obligated to join Ipsen in such Action at ▇▇▇▇▇’▇ cost if Ipsen reasonably determines that joining is necessary to demonstrate “standing to sue.” If Ipsen does not intend to prosecute or Domain Namedefend an Action, Ipsen shall promptly inform Sutro thereof in writing (and, to the extent reasonably practicable, at least [*] prior to any deadline applicable to any such Action, or otherwise as early as reasonably practical), and Sutro shall have the right to attempt to resolve such Action as the Party controlling such Action. For clarity, as set forth belowbetween the Parties, Sutro shall have the first right to attempt to resolve any Third Party Infringement, including by filing an infringement suit, defending against a motion for declarative judgment regarding non-infringement, invalidity or unenforceability or other similar action, with respect to (1) a Product Specific Patent Controlled by a Party to the extent Ipsen elected not to file or to continue to prosecute or maintain such Product Specific Patent and (2) a Ipsen Joint Patent to the extent Ipsen not elected to exercise its right to file, prosecute and maintain such Ipsen Joint Patent, and to compromise or settle any such Third Party Infringement. (ii) The Party controlling the Action under Section 8.5(b)(i) shall: (i) keep the other Party promptly informed with respect to such Action, (ii) in good faith, consult with, and give reasonable consideration to, any comments made by the other Party related to such Action, and (iii) provide the other Party with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such Action. Thera Europe If Ipsen fails to ▇▇▇▇▇ such Third Party Infringement in the Territory or to file an Action to ▇▇▇▇▇ such Third Party Infringement in the Territory within [*] after receiving or giving notice pursuant to Section 8.5(a) or if Ipsen decides to discontinue the prosecution of any such Action without abating such Third Party Infringement, then Sutro shall have the right, but not the obligation, to attempt to resolve any Third Party infringementenforce (or take over the enforcement of) the Product Specific Patents, claim or challenge relating to any Trademark or Domain Name. If Thera Europe elects to resolve as applicable, against such Third Party infringementInfringement in the Territory at its own expense as it reasonably determines appropriate, claim or challenge relating in which case Sutro shall keep Ipsen reasonably informed as to any Licensed Technology, Trademarks or Domain Name, each the status of Theratechnologies such Action and ▇▇▇▇▇▇ shall have consider in good faith the right, but not comments of Ipsen and the obligation, to join as a party plaintiff or defendant to interests of Ipsen in such Action. The Parties shall cooperate in good faith to use Commercially Reasonable Efforts to ensure that each Person that participates in, and to be represented by independent counsel of their own choiceor receives any information about, at their own cost and expense. If Thera Europe does not intend to prosecute or defend an any Action in respect of any Licensed Technology, Trademark or Domain Name, Thera Europe shall promptly inform ▇▇▇▇▇▇ and Theratechnologies. If neither Thera Europe nor Theratechnologies initiate an Action accordance with respect to such Third Party infringement, claim or challenge in respect of any Licensed Technology, Trademark or Domain Name prior to the earlier of (a) [REDACTED: Term] following notice thereof, and (b) [REDACTED: Term] before the time limit, if any, set forth in the applicable Laws for such actions, ▇▇▇▇▇▇ shall then have the right to take an Action to attempt to resolve such Third Party infringement, claim or challenge. The Party initiating such Action shall have the sole and exclusive right to select counsel for any suit initiated by it pursuant to this Section 9.5. In order 8.5(b) shall use reasonable efforts to establish standing, each Party hereby agrees to execute protect all papers applicable confidential information and to perform such other acts as may be reasonably required preserve all applicable attorney-client privilege and requested by the Party initiating such Action so that such Party may enforce its rights in the Licensed Technology, Trademark or Domain Name, including joining as a party plaintiff or defendant in any such Action if requested by such Party. Each Party shall consult with the other Parties with respect to such enforcement or defence and shall keep the other Parties fully informed of any determinations or material developments in any suit initiated by it pursuant to this Section 9.5. Prior to making a decision on whether or not to institute an Action, the Parties will consult with each other in connection with all such claims and, in the course of their discussions, they shall take into consideration their mutual interests and businesses in connection with such Actionwork product protections.

Right to Bring an Action. Thera Europe Theratechnologies shall have the first right, but not the obligation, to attempt to resolve such infringement by a any Third PartyParty infringement, claim or challenge relating to any Licensed TechnologyTrademark. If Theratechnologies elects to resolve such Third Party infringement, claim or challenge relating to Trademarks, including by filing an infringement suit, defending against such claim or challenge or taking other similar action (each, an “Action”), (i) and to compromise or settle such infringement or claim in any Country in accordance with Section 9.5.4, and any challenge with respect to any Trademark or Domain Name, as set forth below. Thera Europe TaiMed shall have the right, but not the obligation, to attempt to resolve any Third Party infringement, claim or challenge relating to any Trademark or Domain Name. If Thera Europe elects to resolve such Third Party infringement, claim or challenge relating to any Licensed Technology, Trademarks or Domain Name, each of Theratechnologies and ▇▇▇▇▇▇ shall have the right, but not the obligation, obligation to join as a party plaintiff or defendant to such Action, and to be represented by independent counsel of their its own choice, at their its own cost and expense, and (ii) Theratechnologies shall consult with TaiMed and take into consideration TaiMed’s comments and views, and Theratechnologies shall incorporate and act on such comments and views of TaiMed to the extent reasonable in defending against any (A) challenge with respect to any Trademark, and/or (B) Action with respect to which Theratechnologies seeks indemnification from TaiMed pursuant to Section 13.2. If Thera Europe Theratechnologies does not intend to prosecute or defend an Action in respect of any Licensed TechnologyTrademark, Trademark or Domain Name, Thera Europe Theratechnologies shall promptly inform ▇▇▇▇▇▇ and TheratechnologiesTaiMed. If neither Thera Europe nor Theratechnologies does not initiate an Action with respect to such Third Party infringement, claim or challenge in respect of any Licensed Technology, Trademark or Domain Name prior to the earlier of (a) [REDACTED: TermTime Period] following notice thereof, and (b) [REDACTED: TermTime Period] before the time limit, if any, set forth in the applicable Laws for such actions, ▇▇▇▇▇▇ TaiMed shall then have the right to take an Action to attempt to resolve such Third Party infringement, claim or challenge. The Party initiating such Action shall have the sole and exclusive right to select counsel for any suit initiated by it pursuant to this Section 9.510.10. In order to establish standing, each Party hereby agrees to execute all papers and to perform such other acts as may be reasonably required and requested by the Party initiating such Action so that such Party may enforce its rights in the Licensed Technology, Trademark or Domain NameTrademark, including joining as a party plaintiff or defendant in any such Action if requested by such Party. Each Party shall consult with the other Parties Party with respect to such enforcement or defence defense and shall keep the other Parties Party fully informed of any determinations or material developments in any suit initiated by it pursuant to this Section 9.5. Prior to making a decision on whether or not to institute an Action, the Parties will consult with each other in connection with all such claims and, in the course of their discussions, they shall take into consideration their mutual interests and businesses in connection with such Action10.10.