Common use of Conduct of Product Liability Claims Clause in Contracts

Conduct of Product Liability Claims. 11.5.1 Each of the Parties shall promptly notify the other in the event that any Third Party asserts or files any products liability claim or other Action relating to alleged defects in the Product (whether design defects, manufacturing defects or defects in sales or marketing) (“Third Party Products Liability Action”) against such Party. In the event of a Third Party Products Liability Action against such a single Party, the unnamed Party shall have the right, in the unnamed Party’s sole discretion, to join or otherwise participate in such legal action with legal counsel selected by the unnamed Party and reasonably acceptable to the named Party. The Party named in such Third Party Products Liability Action shall have the right to control the defense of the action, but shall notify and keep the unnamed Party apprised in writing of such action and shall consider and take into account the unnamed Party’s reasonable interests and requests and suggestions regarding the defense of such action. In the event of a Third Party Products Liability Action against both Parties, the Parties shall mutually agree upon which Party shall control the response to such Third Party Products Liability Action. In the event the Parties do not agree, both Parties may appear in the action, each represented by its own counsel and shall reasonably cooperate in the defense thereof. 11.5.2 The non-controlling Party of a Third Party Products Liability Action shall reasonably cooperate with the controlling Party in the preparation and formulation of a defense to such Third Party Products Liability Action, and in taking other steps reasonably necessary to respond to such Third Party Products Liability Action. The controlling Party shall have the sole and exclusive right to select its counsel for the defense to such Third Party Products Liability Action. If required under applicable Law in order for the controlling Party to maintain a suit in response to such Third Party Products Liability Action, the non-controlling Party shall join as a party to the suit. Each Party shall pay all of its own Out-of-Pocket Costs incurred in connection with any litigation or proceedings related to such Third Party Products Liability Action, including the fees and expenses of the counsel selected by it. The non-controlling Party shall also have the right to participate and be represented in any such suit by its own counsel at its own expense. All Out-of-Pocket Costs and FTE Costs incurred in connection with any litigation or proceeding related to such Third Party Products Liability Action (including those of the non-controlling Party) shall be Product Liability Costs and shall be taken into account in determining Pre-Tax Profit or Loss as, and to the extent, provided in the Financial Exhibit, subject to Section 11.3. The controlling Party shall not settle or compromise any Third Party Products Liability Action without the consent of the other Party, which consent shall not be unreasonably withheld.

Conduct of Product Liability Claims. 11.5.1 (a) Each of the Parties shall promptly notify the other in the event that any Third Party asserts or files any products liability claim or other Action Claim relating to alleged defects in the Co-Development Product (whether design defects, manufacturing Manufacturing defects or defects in sales or marketing) (“Third Party Products Liability Action”) against such Party. In the event of a Third Party Products Liability Action against such a single Party, the unnamed Party shall have the right, in the unnamed Party’s sole discretion, to join or otherwise participate in such legal action with legal counsel selected by the unnamed Party and reasonably acceptable to the named Party. The Party named in such Third Party Products Liability Action shall have the right to control the defense of the action, but shall notify and keep the unnamed Party apprised in writing of such action and shall consider and take into account the unnamed Party’s reasonable interests and requests and suggestions regarding the defense of such action. In the event of a Third Party Products Liability Action against both Parties, the Parties shall mutually agree upon which Party shall control the response to such Third Party Products Liability Action. In the event the Parties do not agree, both Parties may appear in the action, each represented by its own counsel and shall reasonably cooperate in the defense thereof. 11.5.2 (b) The non-controlling Party of a Third Party Products Liability Action shall reasonably cooperate with the controlling Party in the preparation and formulation of a defense to such Third Party Products Liability Action, and in taking other steps reasonably necessary to respond to such Third Party Products Liability Action. The controlling Party shall have the sole and exclusive right to select its counsel for the defense to such Third Party Products Liability Action. If required under applicable Applicable Law in order for the controlling Party to maintain a suit in response to such Third Party Products Liability Action, the non-controlling Party shall join as a party to the suit. Each The controlling Party shall assume and pay all of its own Out-of-Pocket Costs costs incurred in connection with any litigation or proceedings related to such Third Party Products Liability Action, including the fees and expenses of the counsel selected by it, as well as the costs of the non-controlling Party associated with providing assistance requested by the controlling Party or joining the suit if requested by the controlling Party or required to maintain the suit. The non-controlling Party shall also have the right to participate and be represented in any such suit by its own counsel at its own expense. All Out-of-Pocket Costs and FTE Costs incurred in connection with any litigation or proceeding related to such Third Party Products Liability Action (including those of the non-controlling Party) shall be Product Liability Costs and shall be taken into account in determining Pre-Tax Profit or Loss as, and to the extent, provided in the Financial Exhibit, subject to Section 11.3. Exhibit F. The controlling Party shall not settle or compromise any Third Party Products Liability Action without the consent of the other Party, which consent shall not be unreasonably withheld.

Conduct of Product Liability Claims. 11.5.1 (a) Each of the Parties Party shall promptly notify the other in the event that any Third Party asserts or files any products liability claim or other Action action relating to alleged defects in the any Shared Product (whether design defects, manufacturing defects or defects in sales or marketing) (“Third Party Products Liability Action”) against such Party. In the event of a Third Party Products Liability Action against such a single Party, the unnamed Party shall have the right, in the unnamed Party’s sole discretion, to join or otherwise participate in such legal action with legal counsel selected by the unnamed Party and reasonably acceptable to the named Party. The Party named in such Third Party Products Liability Action shall have the right to control the defense of the action, but shall notify and keep the unnamed Party apprised in writing of such action and shall consider and take into account the unnamed Party’s reasonable interests and requests and suggestions regarding the defense of such action; provided, however, that, in the event of a Vividion Opt-Out Notice, Celgene shall have the right to control the defense of all Third Party Product Liability Actions after the Vividion Opt-Out Date. In the event of a Third Party Products Liability Action against both Parties, unless otherwise agreed by the Parties shall mutually agree upon which Party in writing, Celgene shall control the response to such Third Party Products Liability Action. In the event the Parties do not agree, both Parties may appear in the action, each represented by its own counsel and shall reasonably cooperate in the defense thereof. 11.5.2 (b) The non-controlling Party of a Third Party Products Liability Action shall reasonably cooperate with the controlling Party in the preparation and formulation of a defense to such Third Party Products Liability Action, and in taking other steps reasonably necessary to respond to such Third Party Products Liability Action. The controlling Party shall have the sole and exclusive right to select its counsel for the defense to such Third Party Products Liability Action, which counsel must be reasonably acceptable to the non-controlling Party. If required under applicable Law in order for the controlling Party to maintain a suit in response to such Third Party Products Liability Action, the non-controlling Party shall join as a party to the suit. Each Party shall pay all of its own Out-of-Pocket Costs incurred in connection with any litigation or proceedings related to such Third Party Products Liability Action, including the fees and expenses of the counsel selected by it. The non-controlling Party shall also have the right to participate and be represented in any such suit on a voluntary basis by its own counsel at its own [***] expense. All Out-of-Pocket Costs and FTE Costs incurred in connection with any litigation or proceeding related to such Third Party Products Liability Action (including those of the non-controlling Party) shall be Product Liability Costs and shall be taken into account in determining Pre-Tax Profit or Loss as, and to the extent, provided in the Financial Exhibit, subject to Section 11.3. The controlling Party shall not settle or compromise any Third Party Products Liability Action without the consent of the other Party, which consent shall not be unreasonably withheld.

Conduct of Product Liability Claims. 11.5.1 (a) Each of the Parties Party shall promptly notify the other in the event that any Third Party asserts or files any products liability claim Claims for Product Liability or other Action action relating to alleged defects in the any Product (whether design defects, manufacturing defects or defects in sales or marketing) (“Third Party Products Liability Action”) against such Party. In the event of a Third Party Products Liability Action against such a single Party, the unnamed Party shall have the right, in the unnamed Party’s sole discretion, to join or otherwise participate in such legal action with legal counsel selected by the unnamed Party and reasonably acceptable to the named Party. The Party named in such Third Party Products Liability Action shall have the right to control the defense of the action, but shall notify and keep the unnamed Party apprised in writing of such action and shall consider and take into account the unnamed Party’s reasonable interests and requests and suggestions regarding the defense of such action. In the event of a Third Party Products Liability Action against both Parties, unless otherwise agreed by the Parties shall mutually agree upon which Party in writing, Xxxxxxx shall control the response to such Third Party Products Liability Action. In , unless the event rights to Development and Commercialization have reverted to HEC pursuant to Section 14.3, in which case HEC shall control the Parties do not agree, both Parties may appear in the action, each represented by its own counsel and shall reasonably cooperate in the defense thereofresponse. 11.5.2 (b) The non-controlling Party of a Third Party Products Liability Action shall reasonably cooperate with the controlling Party in the preparation and formulation of a defense to such Third Party Products Liability Action, and in taking other steps reasonably necessary to respond to such Third Party Products Liability Action. The controlling Party shall have the sole and exclusive right to select its counsel for the defense to such Third Party Products Liability Action, which counsel must be reasonably acceptable to the non-controlling Party. If required under applicable Law in order for the controlling Party to maintain a suit in response to such Third Party Products Liability Action, the non-controlling Party shall join as a party to the suit. Each Party shall pay all of its own Out-of-Pocket Costs incurred in connection with any litigation or proceedings related to such Third Party Products Liability Action, including the fees and expenses of the counsel selected by it. The non-controlling Party shall also have the right to participate and be represented in any such suit on a voluntary basis by its own counsel at its own expense. All Out-of-Pocket Costs and FTE Costs incurred in connection with any litigation or proceeding related to such Third Party Products Liability Action (including those of the non-controlling Party) shall be Product Liability Costs and shall be taken into account in determining Pre-Tax Profit or Loss as, and to the extent, provided in the Financial Exhibit, subject to Section 11.3. The controlling Party shall not settle or compromise any Third Party Products Liability Action without the consent of the other Party, which consent shall not be unreasonably withheld.

Conduct of Product Liability Claims. 11.5.1 12.5.1 Each of the Parties shall promptly notify the other in the event that if any Third Party asserts or files any products product liability claim Claim or other Action relating to alleged defects in the Licensed Product (whether design defects, manufacturing defects or defects in sales or marketing) (“Third Party Products Product Liability Action”) against such Party. In the event of a Third Party Products Product Liability Action against such a single Party, the unnamed Party shall have the right, in the unnamed Party’s sole discretion, to join or otherwise participate in such legal action with legal counsel selected by the unnamed Party [***] and reasonably acceptable to the named Party[***]. The Party named in such Third Party Products Liability Action [***] shall have the right to control the defense of the action, but shall notify and keep the unnamed Party [***] apprised in writing of such action and shall consider and take into account the unnamed Party’s [***] reasonable interests and requests and suggestions regarding the defense of such action. In the event of a Third Party Products Product Liability Action against both Parties, the Parties shall mutually agree upon which Party [***] shall control the response to such Third Party Products Product Liability Action. In the event the Parties do not agree, both Parties may appear in the action, each represented by its own counsel and shall reasonably cooperate in the defense thereof. 11.5.2 12.5.2 The non-controlling Party of a Third Party Products Product Liability Action shall reasonably cooperate with the controlling Party in the preparation and formulation of a defense to such Third Party Products Product Liability Action, and in taking other steps reasonably necessary to respond to such Third Party Products Product Liability Action. The controlling Party shall have the sole and exclusive right to select its counsel for the defense to such Third Party Products Product Liability Action. If required under applicable Law in order for the controlling Party to maintain a suit in response to such Third Party Products Product Liability Action, the non-controlling Party shall join as a party to the suit. Each The controlling Party shall assume and pay all of its own Out-of-Pocket Costs incurred in connection with any litigation or proceedings related to such Third Party Products Product Liability Action, including the fees and expenses of the counsel selected by it, as well as the Out-of-Pocket Costs of the non-controlling Party associated with providing assistance requested by the controlling Party or joining the suit if requested by the controlling Party or required to maintain the suit. The non-controlling Party shall also have the right to participate and be represented in any such suit by its own counsel at its own expense. All Out-of-Pocket Costs and FTE Costs incurred in connection with any litigation or proceeding related to such Third Party Products Product Liability Action arising from (including those a) Development of Co-Promote Products under the applicable Core Development Plan, (b) Commercialization of Co-Promote Products in the U.S., or (c) Manufacturing activities in support of the non-controlling Partyforegoing clauses (a) shall be Product Liability Costs and or (b) shall be taken into account in determining Pre-Tax Profit or Loss asas a Shared Product Liability Cost, and to the extent, extent provided in the Financial Exhibit, subject Exhibit (to the extent not already included as a Shared Product Liability Cost under Section 11.312.3). The controlling Party shall not settle or compromise any Third Party Products Product Liability Action without the consent of the other Party, which consent shall not be unreasonably withheld.

Conduct of Product Liability Claims. 11.5.1 (a) Each of the Parties Party shall promptly notify the other in the event that any Third Party asserts or files in the ROW Territory any products liability claim or other Action action relating to alleged defects in the Licensed Product (whether design defects, manufacturing defects or defects in sales or marketing) (“Third Party Products Liability Action”) against such Party. In the event of a Third Party Products Liability Action against such a single Party, the unnamed Party shall have the right, in the unnamed Party’s sole discretion, to join or otherwise participate in such legal action with legal counsel selected by the unnamed Party and reasonably acceptable to the named Party. The Party named in such Third Party Products Liability Action shall have the right to control the defense of the action, but shall notify and keep the unnamed Party apprised in writing of such action and shall consider and take into account the unnamed Party’s reasonable interests and requests and suggestions regarding the defense of such action; provided that, in the event of an Agios Opt-Out Notice, Celgene shall have the right to control the defense of all Third Party Product Liability Actions after the Agios Opt-Out Date. In the event of a Third Party Products Liability Action against both Parties, the Parties shall attempt to mutually agree upon which Party shall control the response to such Third Party Products Liability Action. In ; provided that, in the event of an Agios Opt-Out Notice or the failure of the Parties do not agreeto mutually agree otherwise, both Parties may appear in Celgene shall have the action, each represented by its own counsel and shall reasonably cooperate in right to control the defense thereofof all Third Party Product Liability Actions. 11.5.2 (b) The non-controlling Party of a Third Party Products Liability Action shall reasonably cooperate with the controlling Party in the preparation and formulation of a defense to such Third Party Products Liability Action, and in taking other steps reasonably necessary to respond to such Third Party Products Liability Action. The controlling Party shall have the sole and exclusive right to select its counsel for the defense to such Third Party Products Liability Action, which counsel must be reasonably acceptable to the non-controlling Party. If required under applicable Law in order for the controlling Party to maintain a suit in response to such Third Party Products Liability Action, the non-controlling Party shall join as a party to the suit. Each Subject to Section 13.3, each Party shall pay all of be responsible for its own Out-of-Pocket Costs incurred in connection with any litigation or proceedings related to such Third Party Products Liability Action, including the fees and expenses of the counsel selected by itthe controlling Party. The non-controlling Party shall also have the right to participate and be represented in any such suit by its own counsel at its own expense. All Out-of-Pocket Costs and FTE Costs incurred in connection with any litigation or proceeding related to such Third Party Products Liability Action (including those of the non-controlling Party) shall be Product Liability Costs and shall be taken into account in determining Pre-Tax Profit or Loss as, and to the extent, provided in the Financial Exhibit, subject to Section 11.3. The controlling Party shall not settle or compromise any Third Party Products Liability Action without the consent of the other Party, which consent shall not be unreasonably withheld.

Conduct of Product Liability Claims. 11.5.1 Each of the Parties shall promptly notify the other in the event that any Third Party asserts or files any products liability claim or other Action relating to alleged defects in the Product (whether design defects, manufacturing defects or defects in sales or marketing) (“Third Party Products Liability Action”) against such Party. In the event of a Third Party Products Liability Action against such a single Party, the unnamed Party shall have the right, in the unnamed Party’s sole discretion, to join or otherwise participate in such legal action with legal counsel selected by the unnamed Party and reasonably acceptable to the named Party. The Party named in such Third Party Products Liability Action shall have the right to control the defense of the action, but shall notify and keep the unnamed Party apprised in writing of such action and shall consider and take into account the unnamed Party’s reasonable interests and requests and suggestions regarding the defense of such action. In the event of a Third Party Products Liability Action against both Parties, the Parties shall mutually agree upon which Party shall control the response to such Third Party Products Liability Action. In the event the Parties do not agree, both Parties may appear in the action, each represented by its own counsel and shall reasonably cooperate in the defense thereof. 11.5.2 The non-controlling Party of a Third Party Products Liability Action shall reasonably cooperate with the controlling Party in the preparation and formulation of a defense to such Third Party Products Liability Action, and in taking other steps reasonably necessary to respond to such Third Party Products Liability Action. The controlling Party shall have the sole and exclusive right to select its counsel for the defense to such Third Party Products Liability Action. If required under applicable Law in order for the controlling Party to maintain a suit in response to such Third Party Products Liability Action, the non-controlling Party shall join as a party to the suit. Each The controlling Party shall assume and pay all of its own Out-of-Pocket Costs incurred in connection with any litigation or proceedings related to such Third Party Products Liability Action, including the fees and expenses of the counsel selected by it, as well as the Out-of-Pocket Costs of the non-controlling Party associated with providing assistance requested by the controlling Party or joining the suit if requested by the controlling Party or required to maintain the suit. The non-controlling Party shall also have the right to participate and be represented in any such suit by its own counsel at its own expense. All Out-of-Pocket Costs and FTE Costs incurred in connection with any litigation or proceeding related to such Third Party Products Liability Action (including those of the non-controlling Party) shall be Product Liability Costs and shall be taken into account in determining Pre-Tax Profit or Loss as, and to the extent, provided in the Financial Exhibit, subject to Section 11.3. The controlling Party shall not settle or compromise any Third Party Products Liability Action without the consent of the other Party, which consent shall not be unreasonably withheld. [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Conduct of Product Liability Claims. 11.5.1 XI.1.5 Each of the Parties shall promptly notify the other in the event that any Third Party asserts or files any products product liability claim Claim or other Action relating to alleged defects in the Collaboration Product (whether design defects, manufacturing defects or defects, defects in sales or marketing, failure to warn or the like) (“Third Party Products Product Liability Action”) against such Party. In the event of a Third Party Products Product Liability Action against such a single Party, the unnamed Party shall have the right, in the unnamed Party’s sole discretion, to join or otherwise participate in such legal action with legal counsel selected by the unnamed Party and reasonably acceptable to the named Party. The Party named in such Third Party Products Product Liability Action shall have the right to control the defense of the actionaction as it pertains to such Party, but shall notify and keep the unnamed Party apprised in writing of such action and shall consider and take into account the unnamed Party’s reasonable interests and requests and suggestions regarding the defense of such action. In the event of a Third Party Products Product Liability Action against both Parties, the Parties shall mutually agree upon which Party Taiho shall control the response to such Third Party Products Product Liability Action. In the event the Parties do not agree, both Parties may appear in the action, each represented by its own counsel and shall reasonably cooperate in the defense thereof. 11.5.2 XI.1.6 The non-controlling Party of a Third Party Products Product Liability Action shall reasonably cooperate with the controlling Party in the preparation and formulation of a defense to such Third Party Products Product Liability Action, and in taking other steps reasonably necessary to respond to such Third Party Products Product Liability Action. The controlling Party shall have the sole and exclusive right to select its counsel for the defense to such Third Party Products Product Liability Action. If required under applicable Law in order for the controlling Party to maintain a suit in response to such Third Party Products Product Liability Action, the non-controlling Party shall join as a party to the suit. Each Subject to Section 11.3, (i) the controlling Party shall assume and pay all of its own Out-of-Pocket Costs incurred in connection with any litigation or proceedings related to such Third Party Products Product Liability Action, including the fees and expenses of the counsel selected by it. The , as well as the Out-of-Pocket Costs of the non-controlling Party associated with providing assistance requested by the controlling Party or joining the suit if requested by the controlling Party or required to maintain the suit, and (ii) the non-controlling Party shall also have the right to participate and be represented in any such suit by its own counsel at its own expense. All Out-of-Pocket Costs and FTE Costs incurred in connection with any litigation or proceeding related to such Third Party Products Liability Action (including those of the non-controlling Party) shall be Product Liability Costs and shall be taken into account in determining Pre-Tax Profit or Loss as, and to the extent, provided in the Financial Exhibit, subject to Section 11.3. The controlling Party shall not settle or compromise any Third Party Products Product Liability Action without the consent of the other Party, which consent shall not be unreasonably withheld.

Conduct of Product Liability Claims. 11.5.1 (a) Each of the Parties Party shall promptly notify the other in the event that any Third Party asserts or files any products liability claim or other Action action relating to alleged defects in the any Product (whether design defects, manufacturing defects or defects in sales or marketing) (“Third Party Products Liability Action”) against such Party. In the event of a Third Party Products Liability Action against such a single Party, the unnamed Party shall have the right, in the unnamed Party’s sole discretion, to join or otherwise participate in such legal action with legal counsel selected by the unnamed Party and reasonably acceptable to the named Party. The Party named in such Third Party Products Liability Action shall have the right to control the defense of the action, but shall notify and keep the unnamed Party apprised in writing of such action and shall consider and take into account the unnamed Party’s reasonable interests and requests and suggestions regarding the defense of such action; provided, however, that, in the event of a Co-Development Opt-Out Notice or Co-Commercialization Opt-Out Notice, BeiGene shall have the right to control the defense of all Third Party Product Liability Actions after any Co-Development Opt-Out Date. In the event of a Third Party Products Liability Action against both Parties, unless otherwise agreed by the Parties shall mutually agree upon which Party in writing, BeiGene shall control the response to such Third Party Products Liability Action. In the event the Parties do not agree, both Parties may appear in the action, each represented by its own counsel and shall reasonably cooperate in the defense thereof. 11.5.2 (b) The non-controlling Party of a Third Party Products Liability Action shall reasonably cooperate with the controlling Party in the preparation and formulation of a defense to such Third Party Products Liability Action, and in taking other steps reasonably necessary to respond to such Third Party Products Liability Action. The controlling Party shall have the sole and exclusive right to select its counsel for the defense to such Third Party Products Liability Action, which counsel must be reasonably acceptable to the non-controlling Party. If required under applicable Law in order for the controlling Party to maintain a suit in response to such Third Party Products Liability Action, the non-controlling Party shall join as a party to the suit. Each Party shall pay all of its own Out-of-Pocket Costs incurred in connection with any litigation or proceedings related to such Third Party Products Liability Action, including the fees and expenses of the counsel selected by it. The non-controlling Party shall also have the right to participate and be represented in any such suit on a voluntary basis by its own counsel at its own expense. All Out-of-Pocket Costs and FTE Costs incurred in connection with any litigation or proceeding related to such Third Party Products Liability Action (including those of the non-controlling Party) shall be Product Liability Costs and shall be taken into account in determining Pre-Tax Profit or Loss as, and to the extent, provided in the Financial Exhibit, subject to Section 11.3. The controlling Party shall not settle or compromise any Third Party Products Liability Action without the consent of the other Party, which consent shall not be unreasonably withheld.

Conduct of Product Liability Claims. 11.5.1 Each of the Parties Party shall promptly notify the other in the event that any Third Party asserts or files any products liability claim or other Action action relating to alleged defects in the Licensed Product (whether design defects, manufacturing defects or defects in sales or marketing) (“Third Party Products Liability Action”) against such Party. In the event of a Third Party Products Liability Action against such a single Party, the unnamed Party shall have the right, in the unnamed Party’s sole discretion, to join or otherwise participate in such legal action with legal counsel selected by the unnamed Party and reasonably acceptable to the named Party. The Party named in such Third Party Products Liability Action shall have the right to control the defense of the action, but shall notify and keep the unnamed Party apprised in writing of such action and shall consider and take into account the unnamed Party’s reasonable interests and requests and suggestions regarding the defense of such action; provided that, in the event of an Agios Opt-Out Notice, Celgene shall have the right to control the defense of all Third Party Product Liability Actions after the Agios Opt-Out Date. In the event of a Third Party Products Liability Action against both Parties, unless otherwise agreed by the Parties shall mutually agree upon which in writing, the Lead Party of the relevant portion of the Territory shall control the response to such Third Party Products Liability Action. In ; provided that, in the event the Parties do not agreeof an Agios Opt-Out Notice, both Parties may appear in the action, each represented by its own counsel and Celgene shall reasonably cooperate in the defense thereof. 11.5.2 The non-controlling Party of a Third Party Products Liability Action shall reasonably cooperate with the controlling Party in the preparation and formulation of a defense to such Third Party Products Liability Action, and in taking other steps reasonably necessary to respond to such Third Party Products Liability Action. The controlling Party shall have the sole and exclusive right to select its counsel for the defense to such Third Party Products Liability Action. If required under applicable Law in order for the controlling Party to maintain a suit in response to such Third Party Products Liability Action, the non-controlling Party shall join as a party to the suit. Each Party shall pay all of its own Out-of-Pocket Costs incurred in connection with any litigation or proceedings related to such Third Party Products Liability Action, including the fees and expenses of the counsel selected by it. The non-controlling Party shall also have the right to participate and be represented in any such suit by its own counsel at its own expense. All Out-of-Pocket Costs and FTE Costs incurred in connection with any litigation or proceeding related to such control the defense of all Third Party Products Liability Action (including those of the non-controlling Party) shall be Product Liability Costs and shall be taken into account in determining Pre-Tax Profit or Loss as, and to the extent, provided in the Financial Exhibit, subject to Section 11.3. The controlling Party shall not settle or compromise any Third Party Products Liability Action without the consent of the other Party, which consent shall not be unreasonably withheldActions.