Common use of Defense and Settlement of Third Party Claims Clause in Contracts

Defense and Settlement of Third Party Claims. Each Party shall promptly notify the other in writing of: (a) any allegation by a Third Party that the activity of either of the Parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party; or (b) any declaratory judgment action that is brought naming either Party as a defendant and alleging invalidity of any of the Precision Patents, or Joint Patents. Precision has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by Precision’s activities at [***] expense and by counsel of its own choice, and TGTX may, at [***] expense, be represented in any such action by counsel of its own choice. TGTX has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by TGTX’s activities at [***] expense and by counsel of its own choice, and Precision may, at [***] expense, be represented in any such action by counsel of its own choice. Neither Party may settle any patent infringement litigation under this Section 9.4 in a manner that admits the invalidity or unenforceability of the other Party’s Patents or a Joint Patent or imposes on the other Party restrictions or obligations or other liabilities, without the written consent of such other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Nothing in this Section 9.4 will limit any indemnification rights or obligations of a Party under Article 11.

Defense and Settlement of Third Party Claims. Each Party shall promptly notify the other in writing of: (a) any allegation by a Third Party that the activity of either of the Parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party; or (b) any declaratory judgment action that is brought naming either Party as a defendant and alleging invalidity of any of the Precision Lilly Patents, Avidity Patents, or Joint Program Patents. Precision Avidity has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by PrecisionAvidity’s activities at [***] its own expense and by counsel of its own choice, and TGTX Lilly may, at [***] its own expense, to be represented in any such action by counsel of its own choice. TGTX Lilly has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by TGTXLilly’s activities at [***] its own expense and by counsel of its own choice, and Precision Avidity may, at [***] its own expense, to be represented in any such action by counsel of its own choice. Neither Party may settle any patent infringement litigation under this Section 9.4 8.4 in a manner that admits the invalidity or unenforceability of the other Party’s Patents or a Joint Program Patent or imposes on the other Party restrictions or obligations or other liabilities, without the written consent of such other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Nothing in this Section 9.4 will limit any indemnification rights or obligations of a Party under Article 11.

Defense and Settlement of Third Party Claims. Each Party party shall promptly notify the other in writing of: of (a) any allegation by a Third Party that the activity of either of the Parties parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party; Party or (b) any declaratory judgment action that is brought naming either Party party as a defendant and alleging invalidity of any of the Precision Amgen Patents, Advaxis Patents or Joint Invention Patents. Precision has Advaxis shall have the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by Precision’s Advaxis’ activities at [***] its own expense and by counsel of its own choice, and TGTX mayAmgen shall have the right, at [***] its own expense, to be represented in any such action by counsel of its own choice. TGTX has Amgen shall have the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by TGTXAmgen’s activities at [***] its own expense and by counsel of its own choice, and Precision mayAdvaxis shall have the right, at [***] its own expense, to be represented in any such action by counsel of its own choice. Neither Party may party shall have the right to settle any patent infringement litigation under this Section 9.4 9.5 in a manner that admits the invalidity or unenforceability of the other Partyparty’s Patents or a Joint Invention Patent or imposes on the other Party party restrictions or obligations or other liabilities, without the written consent of such other Partyparty, which consent shall not be unreasonably withheld, conditioned, or delayed. Nothing in this Section 9.4 will limit any indemnification rights or obligations of a Party under Article 11.

Defense and Settlement of Third Party Claims. Each Party party shall promptly notify the other in writing of: of (a) any allegation by a Third Party that the activity of either of the Parties parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party; Party or (b) any declaratory judgment action that is brought naming either Party party as a defendant and alleging invalidity of any of the Precision Amgen Patents, Xencor Patents or Joint Invention Patents. Precision has Xencor shall have the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by PrecisionXencor’s activities at [***] its own expense and by counsel of its own choice, and TGTX mayAmgen shall have the right, at [***] its own expense, to be represented in any such action by counsel of its own choice. TGTX has Amgen shall have the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by TGTXAmgen’s activities at [***] its own expense and by counsel of its own choice, and Precision mayXencor shall have the right, at [***] its own expense, to be represented in any such action by counsel of its own choice. Neither Party may party shall have the right to settle any patent infringement litigation under this Section 9.4 9.5 in a manner that admits the invalidity or unenforceability of the other Partyparty’s Patents or a Joint Invention Patent or imposes on the other Party party restrictions or obligations or other liabilities, without the written consent of such other Partyparty, which consent shall not be unreasonably withheld, conditioned, or delayed. Nothing in this Section 9.4 will limit any indemnification rights or obligations of a Party under Article 11.

Defense and Settlement of Third Party Claims. Each Party shall promptly notify the other in writing of: (a) any allegation by a Third Party that the activity of either of the Parties pursuant to this Agreement infringes or may infringe the intellectual property rights Intellectual Property Rights of such Third Party; or (b) any declaratory judgment action that is brought naming either Party as a defendant and alleging invalidity of any of the Precision Lilly Patents, Joint Patents or Joint ProQR Patents. Precision ProQR has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by PrecisionProQR’s activities at [***] its own expense and by counsel of its own choice, and TGTX Lilly may, at [***] its own expense, be represented in any such action by counsel of its own choice. TGTX Lilly has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by TGTXLilly’s activities or related to the Joint Patents at [***] its own expense and by counsel of its own choice, and Precision ProQR may, at [***] its own expense, be represented in any such action by counsel of its own choice. Neither Party may settle any patent infringement litigation under this Section 9.4 9.9 in a manner that admits the invalidity or unenforceability of the other Party’s Patents or a Joint Patent or imposes on the other Party restrictions or obligations or other liabilities, without the written consent of such other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Nothing in this Section 9.4 9.9 will limit any indemnification rights or obligations of a Party under Article 11.

Defense and Settlement of Third Party Claims. Each Party shall promptly notify the other in writing of: (a) any allegation by a Third Party that the activity of either of the Parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party; or (b) any declaratory judgment action that is brought naming either Party as a defendant and alleging invalidity of any of the Precision Novartis Patents, Precision Patents or Joint PatentsPatents that Cover a Licensed Product. Precision has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by Precision’s activities at [***] expense and by counsel of its own choice, and TGTX Novartis may, at [***] expense, be represented in any such action by counsel of its own choice. TGTX Novartis has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by TGTXNovartis’s activities at [***] expense and by counsel of its own choice, and Precision may, at [***] expense, be represented in any such action by counsel of its own choice. Neither Party may settle any patent infringement litigation under this Section 9.4 11.4 in a manner that admits the invalidity or unenforceability of the other Party’s Patents or a Joint Patent or imposes on the other Party restrictions or obligations or other liabilities, without the written consent of such other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Nothing in this Section 9.4 11.4 will limit any indemnification rights or obligations of a Party under Article 1113.

Defense and Settlement of Third Party Claims. Each Party shall promptly notify the other in writing of: (a) any allegation by a Third Party that the activity of either of the Parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party; or (b) any declaratory judgment action that is brought naming either Party as a defendant and alleging invalidity of any of the Lilly Patents, Precision Patents, or Joint Patents. Precision has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by Precision’s activities at [***] expense and by counsel of its own choice, and TGTX Lilly may, at [***] expense, be represented in any such action by counsel of its own choice. TGTX Lilly has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by TGTXLilly’s activities at [***] expense and by counsel of its own choice, and Precision may, at [***] expense, be represented in any such action by counsel of its own choice. Neither Party may settle any patent infringement litigation under this Section 9.4 11.4 in a manner that admits the invalidity or unenforceability of the other Party’s Patents or a Joint Patent or imposes on the other Party restrictions or obligations or other liabilities, without the written consent of such other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Nothing in this Section 9.4 11.4 will limit any indemnification rights or obligations of a Party under Article 11.13. WEIL:\97737446\1\59474.0121 EXECUTION VERSION

Defense and Settlement of Third Party Claims. Each Party shall promptly notify the other in writing of: (a) any allegation by a Third Party that the activity of either of the Parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party; or (b) any declaratory judgment action that is brought naming either Party as a defendant and alleging invalidity of any of the Precision Patents, or Joint Patents. Precision has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by Precision’s activities at [***] expense and by counsel of its own choice, and TGTX Imugene may, at [***] expense, be represented in any such action by counsel of its own choice. TGTX Imugene has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by TGTXXxxxxxx’s activities at [***] expense and by counsel of its own choice, and Precision may, at [***] expense, be represented in any such action by counsel of its own choice. Neither Party may settle any patent infringement litigation under this Section 9.4 10.4 in a manner that admits the invalidity or unenforceability of the other Party’s Patents or a Joint Patent or imposes on the other Party restrictions or obligations or other liabilities, without the written consent of such other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Nothing in this Section 9.4 10.4 will limit any indemnification rights or obligations of a Party under Article 1112.

Defense and Settlement of Third Party Claims. Each Party shall promptly notify the other in writing of: (a) any allegation by a Third Party that the activity of either of the Parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party; or (b) any declaratory judgment action that is brought naming either Party as a defendant and alleging invalidity of any of the Prevail Patents, Precision Patents, or Joint Patents. Precision has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by Precision’s activities at [***] expense and by counsel of its own choice, and TGTX Prevail may, at [***] expense, be represented in any such action by counsel of its own choice. TGTX Prevail has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by TGTXXxxxxxx’s activities at [***] expense and by counsel of its own choice, and Precision may, at [***] expense, be represented in any such action by counsel of its own choice. Neither Party may settle any patent infringement litigation under this Section 9.4 11.4 in a manner that admits the invalidity or unenforceability of the other Party’s Patents or a Joint Patent or imposes on the other Party restrictions or obligations or other liabilities, without the written consent of such other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Nothing in this Section 9.4 11.4 will limit any indemnification rights or obligations of a Party under Article 1113.

Defense and Settlement of Third Party Claims. Each Party shall promptly notify the other in writing of: (a) any allegation by a Third Party that the activity of either of the Parties pursuant to this Agreement infringes or may infringe the intellectual property rights Intellectual Property Rights of such Third Party; or (b) any declaratory judgment action that is brought naming either Party as a defendant and alleging invalidity of any of the Precision Lilly Patents, Joint Patents or Joint ProQR Patents. Precision ProQR has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by PrecisionProQR’s activities at [***] its own expense and by counsel of its own choice, and TGTX Lxxxx may, at [***] its own expense, be represented in any such action by counsel of its own choice. TGTX Lxxxx has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by TGTX’s Lxxxx’x activities or related to the Joint Patents at [***] its own expense and by counsel of its own choice, and Precision ProQR may, at [***] its own expense, be represented in any such action by counsel of its own choice. Neither Party may settle any patent infringement litigation under this Section 9.4 9.9 in a manner that admits the invalidity or unenforceability of the other Party’s Patents or a Joint Patent or imposes on the other Party restrictions or obligations or other liabilities, without the written consent of such other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Nothing in this Section 9.4 9.9 will limit any indemnification rights or obligations of a Party under Article 11.