Common use of Declaratory Judgment or Infringement Actions Clause in Contracts

Declaratory Judgment or Infringement Actions. In the event that any Third Party initiates an Infringement action in the form of a declaratory judgment action or similar action alleging the invalidity or unenforceability of the Ancestral Technology Patent Rights, or if any Third Party brings an Infringement action against Akouos or its Affiliates or Sublicensees because of the exercise of the licenses granted under this Agreement (any of the foregoing actions, “Third Party Infringement Actions”), then Akouos shall have the right to defend such Third Party Infringement Action under its own control and at its own expense; provided, however, that MEE and/or Lonza shall have the right to intervene and assume sole control of such defense, at its own expense. The Party in control of the defense of any Third Party Infringement Action shall not enter into any settlement, consent judgment or other voluntary final disposition of any action under this Section 9.4 without the consent of MEE and the non-controlling Party, unless such voluntary disposition (a) includes a full release of the MEE’s and the non- controlling Party’s liability and no admission of guilt or other wrongdoing on the part of MEE and the non-controlling Party with respect to the claim(s) giving rise to the legal proceeding, (b) provides for no obligations or liability on the part of MEE and the non- controlling Party, and (c) does not adversely affect the validity or enforceability of the Ancestral Technology Patent Rights.

Declaratory Judgment or Infringement Actions. In the event that any Third Party initiates an Infringement action in the form of a declaratory judgment action or similar action alleging the invalidity or unenforceability of the Ancestral Technology Patent Rights, or if any Third Party brings an Infringement action against Akouos TDTx or its Affiliates Affiliates, or Sublicensees because of the exercise of the licenses granted under this Agreement (any of the foregoing actions, “Third Party Infringement Actions”), then Akouos TDTx shall have the right to defend such Third Party Infringement Action under its own control and at its own expense; provided, however, that MEE and/or Lonza shall have the right to intervene and assume sole control of such defense, at its own expense. The Party in control of the defense of any Third Party Infringement Action shall not enter into any settlement, consent judgment or other voluntary final disposition of any action under this Section 9.4 10.4 without the consent of MEE and the non-controlling Party, unless such voluntary disposition (a) includes a full release of the MEE’s and the non- non-controlling Party’s liability and no admission of guilt or other wrongdoing on the part of MEE and the non-controlling Party with respect to the claim(s) giving rise to the legal proceeding, (b) provides for no obligations or liability on the part of MEE and the non- non-controlling Party, and (c) does not adversely affect the validity or enforceability of the Ancestral Technology Patent Rights.