Common use of Declaratory Judgment Actions Clause in Contracts

Declaratory Judgment Actions. In the event that any third party initiates a declaratory judgment action alleging the invalidity or unenforceability of the DFCI Patents with respect to claims relating solely to the Field, or if any third party brings an infringement action against TGTX or its Affiliates or Sublicensees because of the exercise of the rights granted TGTX under this Agreement, then TGTX shall have the right to defend such action under its own control and at its own expense; provided, however, that TGTX acknowledges that DFCI has the right to assume control of such defense, at its own expense, if DFCI in good-faith believes that assuming control of such defense is beneficial to CTI and DFCI. TGTX shall NOT enter into any settlement, consent judgment or other voluntary final disposition of any action under this Section 6.7 without the consent of the other party, which consent shall not be unreasonably withheld unless the settlement includes any express or implied admission of liability or wrongdoing on the other party’s or DFCI's part, in which case the other party or DFCI’s's right to grant or deny consent is absolute and at its sole discretion. Any recovery shall be first applied to reimburse each party pro rata for any out-of pocket expenses it may have incurred with respect to defense of such action and the remainder shall be retained entirely by the party controlling the action; provided, however, that any recovery for infringement will be distributed as described in Section 6.7. * Confidential material redacted and filed separately with the Commission.

Declaratory Judgment Actions. In the event that any third party initiates a declaratory judgment action alleging the invalidity or unenforceability of the DFCI Patents with respect to claims relating solely to the FieldPatent Rights, or if any third party brings an infringement action against TGTX Licensee or its Affiliates or Sublicensees because of the exercise of the rights granted TGTX Licensee under this Agreement, then TGTX Licensee shall have the right to defend such action under its own control and at its own expense; provided, however, that TGTX acknowledges that DFCI has shall have the right to assume control intervene and participate jointly of such defense, at its own expense, if DFCI in good-faith believes that assuming control . In the case of such participation, DFCI will fund up to [**] percent ([**]%) of the cost of the defense is beneficial to CTI and DFCIfrom the date of its joining. TGTX Licensee shall NOT enter into any settlement, consent judgment or other voluntary final disposition of any action under this Section 6.7 7.6 that adversely affects DFCI without the consent of the other partyDFCI, which consent shall not be unreasonably withheld unless withheld, unless, the settlement includes any express or implied admission of liability or wrongdoing on the other partyDFCI’s or DFCI's part, in which case the other party or DFCI’s's ’s right to grant or deny consent is absolute and at its sole discretion. Any recovery shall be first applied to reimburse each party pro rata for any out-of pocket expenses it may have incurred with respect to defense of such action and the remainder shall be retained entirely by the party controlling the action; provided, however, provided however that any recovery for infringement will be distributed as described in Section 6.77.5. * Confidential material redacted and filed separately with the Commission.(Signature page follows)

Declaratory Judgment Actions. In the event that any third party initiates a declaratory judgment action alleging the invalidity or unenforceability of the DFCI Patents with respect to claims relating solely to the Field, or if any third party brings an infringement action against TGTX or its Affiliates or Sublicensees because of the exercise of the rights granted TGTX under this Agreement, then TGTX shall have the right to defend such action under its own control and at its own expense; provided, however, that TGTX acknowledges that DFCI has the right to assume control of such defense, at its own expense, if DFCI in good-faith believes that assuming control of such defense is beneficial to CTI and DFCI. TGTX shall NOT enter into any settlement, consent judgment or other voluntary final disposition of any action under this Section 6.7 without the consent of the other party, which consent shall not be unreasonably withheld unless the settlement includes any express or implied admission of liability or wrongdoing on the other party’s or DFCI's part, in which case the other party or DFCI’s's right to grant or deny consent is absolute and at its sole discretion. Any recovery shall be first applied to reimburse each party pro rata for any out-of pocket expenses it may have incurred with respect to defense of such action and the remainder shall be retained entirely by the party controlling the action; provided, however, that any recovery for infringement will be distributed as described in Section 6.7. _______________________ * Confidential material redacted and filed separately with the Commission.