Common use of Defense of Infringement Claims by Third Parties Clause in Contracts

Defense of Infringement Claims by Third Parties. (a) In the event of the institution or threatened institution of any suit by a Third Party against Licensee for infringement involving Commercialization, Licensee shall have the right to defend such suit at its own expense and shall be responsible for all damages (including lost profits) incurred as a result thereof. Coherus hereby agrees to assist and cooperate with Licensee, at Licensee’s reasonable request, and Licensee shall reimburse Coherus any reasonable, documented, out-of-pocket costs incurred in connection therewith. Licensee shall solely control the defense of such a claim and shall also have the right to control settlement of such claim; provided, however, that any such settlement shall not adversely affect Coherus’ rights or interests without Coherus’ prior written consent, which shall not be unreasonably withheld, delayed, or conditioned. Subject to such control, Coherus may join any defense and settlement pursuant to this Section 8.6 with its own counsel at its sole cost. [***] 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.

Defense of Infringement Claims by Third Parties. (a) In the event of the institution or threatened institution of any suit by a Third Party against Licensee a Party or both Parties for infringement involving Commercializationthe development, Licensee manufacture or Commercialization of the Product in the Territory, Coherus shall have the right to defend such suit at its own Coherus’ expense and Coherus shall be responsible for all damages (including lost profits) incurred as a result thereofresulting from any such suit. Coherus Distributor hereby agrees to assist and cooperate with LicenseeCoherus, at Licensee’s Coherus’ reasonable request, and Licensee Coherus shall reimburse Coherus Distributor any reasonable, documented, out-of-pocket costs incurred in connection therewith. Licensee Coherus shall solely control the defense of such a claim claim, in consultation with Distributor, and shall also have the right to control settlement of such claim; provided, however, that any . If such settlement shall not adversely affect Coherus’ Distributor’s rights or interests without Coherus’ interests, then Distributor’s prior written consentconsent to such settlement shall be required, which prior written consent by Distributor shall not be unreasonably withheld, conditioned or delayed, or conditioned. Subject to such control, Coherus Distributor may join any defense and settlement pursuant to this Section 8.6 7.2 with its own counsel at its sole cost. [***] 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.