Coordination; Recovery. The Parties will promptly meet, discuss and agree, in light of the circumstances of such Infringement, which Party should take the lead or whether the Parties should jointly lead in initiating legal action to enforce any Joint Patents against infringement, and to protect any Know-How within Joint Technology from misappropriation, or to defend any declaratory judgment action relating thereto. If the Parties mutually agree to initiate such legal proceeding, each Party shall be responsible for [***] of the reasonable, verifiable, and out-of-pocket costs incurred in connection with such action. [***].
Coordination; Recovery. If an infringement claim described in Section 10.4(a) is brought against one or both Parties, except as provided in the last sentence of this Section 10.4(b), the Parties shall defend such claim jointly, unless they agree otherwise in writing. [***]. If the charged Party does not commence actions to defend such claim within thirty (30) days after being so charged, then the other Party shall have the right, but not the obligation, to defend such claim. The non-defending Party shall reasonably cooperate with the Party conducting the defense of the claim and shall have the right to participate with separate counsel at its own expense, and the defending Party shall consider in good faith the non-defending Party’s comments and suggestions on strategy for defending such action. The Party defending the claim shall bear the costs of the defense of any such claim and shall have sole rights to any recovery. No Party shall enter into any settlement concerning activities under this Agreement or any Combination Therapy that affects the other Party’s rights under this Agreement or imposes any obligations on the other Party, including any admissions of wrongdoing on behalf of the other Party, without such other Party’s prior written consent, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, if a claim of infringement described in Section 10.4(a) is attributable solely to one Party’s Development, Manufacture or Commercialization of its Product, such Party shall have the sole right and obligation, to defend and settle the disposition of such claim, at its sole expense, in a manner not to materially adversely impact the other Party’s rights under this Agreement.
