Common use of Infringement Claims by Third Parties Clause in Contracts

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Eikon or any of its Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.4, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party shall have the sole right to defend and control the defense of any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below), using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense. Where a Party controls such an action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Any recoveries awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Party.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Eikon Licensee or any of its Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.46.3.2, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party Licensee shall have the be responsible for defending any such claim, suit or proceeding, at its sole right cost and expense using counsel of Licensee’s choice, in relation to defend technology licensed under any Exclusive Licensed Technology, and control the defense of MedImmune shall be responsible for defending any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below), using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense, using counsel of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technology. Where a Party controls such an action, the other Party MedImmune shall, and shall cause its Affiliates to, assist and cooperate with the controlling PartyLicensee, as such controlling Party Licensee may reasonably request from time to time, in connection with its activities set forth out in this SectionSection 6.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party Licensee shall reimburse such other Party MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party Licensee shall keep the other Party MedImmune reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party Licensee agrees to provide the other Party MedImmune with copies of all material pleadings filed in such action and to allow the other Party MedImmune reasonable opportunity to participate in the defense of the claims. Any recoveries damages, or awards, including royalties incurred or awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 6.4 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Party[***].

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Eikon Mereo or any of its Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party Mereo shall have the sole right to defend and control the defense of be responsible for defending any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below)[***], using counsel of its own Mereo’s choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect . Prior to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon TerritoryOption Exercise Date, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost [***]; provided that Mereo shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and expenseincluding the Option Exercise Date. Where a Party controls such an action, the other Party AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with the controlling PartyMereo, as such controlling Party Mereo may reasonably request from time to time, in connection with its activities set forth in this SectionSection 9.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party Mereo shall reimburse such other Party AstraZeneca for its reasonable and verifiable out-of-pocket [***] costs and expenses incurred in connection therewith. Each Party Mereo shall keep the other Party AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party Mereo agrees to provide the other Party AstraZeneca with copies of all material pleadings filed in such action and to allow the other Party AstraZeneca reasonable opportunity to participate in the defense of the claims. Any recoveries damages, or awards, including royalties incurred or awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 9.4 shall be applied first [***]. For clarity, if Mereo is required to reimburse make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for its reasonable out-of-pocket costs the purposes of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first PartySection 8.5.3(c).

Infringement Claims by Third Parties. If the Exploitation manufacture, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Eikon AbbVie (or any of its Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.4, the Party first becoming aware of such alleged infringement AbbVie shall promptly notify the other Party Licensor thereof in writing. As between the Parties, each Party AbbVie shall have the sole right first right, but not the obligation, to defend and control the defense of any such claim, suit suit, or proceeding in such Party’s respective Territory at its sole cost and own expense (but subject to deduction as provided below), using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party Licensor may participate in any such claim, suit suit, or proceeding with counsel of its choice at its sole cost and own expense. Where a Party controls such an actionWithout limitation of the foregoing, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time if AbbVie finds it necessary or desirable to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named join Licensor as a necessary party to, to any such action, providing access Licensor shall execute all papers and perform such acts as shall be reasonably required. If AbbVie elects (in a written communication submitted to relevant documents Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and other evidence maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and making control the defense of any such claim, suit, or proceeding at its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithown expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Any recoveries by a Party of any sanctions awarded to such Party and against a Party in connection with any Third Party Infringement Claim party asserting a claim being defended under this Section 9.5 7.4 shall be applied as follows: such recovery shall be applied first to reimburse such Party AbbVie and/or Licensor for its reasonable out-of-pocket costs of defending such claim, suit suit, or proceedings proceedings, and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with (b) the balance of any such recoveries being retained or provided [*] shall be [*]. [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to such first PartyRule 406 of the Securities Act of 1933, as amended.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Eikon Sanofi or any of its Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.4, 8.5 the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party Sanofi shall have the sole right first right, but not the obligation, to defend and control the defense of any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below)expense, using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party Lexicon may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense. If Sanofi or its designee elects (in a written communication submitted to Lexicon within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit or proceeding, within such time period so that Lexicon is not prejudiced by any delays, Lexicon may conduct and control the defense of any such claim, suit or proceeding at its sole cost and expense. Where a Party controls such an action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time to time, in connection with its activities set forth in this SectionSection 8.7, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Any recoveries awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Party.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Licensed Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against EverInsight or any of its Affiliates or Sublicensees alleging infringement by Eikon EverInsight or any of its Affiliates or its or their Sublicensees, Distributors distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an a Product Infringement action initiated pursuant to Section 9.49.4(b) (Enforcement of Licensed Patents and Joint Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party subject to ARTICLE 13 (Indemnification; Liability): (a) VistaGen shall have the sole right to defend and control the defense of be responsible for defending any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below)expense, using counsel of its own VistaGen’s choice; provided that (ib) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party EverInsight may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense. Where a Party controls ; provided that VistaGen shall retain the right to control such an actionclaim, the other Party suit or proceeding; (c)EverInsight shall, and shall cause its Affiliates to, assist and cooperate co-operate with the controlling PartyVistaGen, as such controlling Party VistaGen may reasonably request from time to time, in connection with its activities set forth in this SectionSection 9.5 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party VistaGen shall reimburse such other Party EverInsight for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party ; (d) VistaGen shall keep the other Party EverInsight reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party ; (e) VistaGen agrees to provide the other Party EverInsight with copies of all material pleadings filed in such action and to allow the other Party EverInsight reasonable opportunity to participate in the defense of the claims. Any recoveries Claims; and (f) any damages, or awards, including royalties, incurred or awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 (Infringement Claims by Third Parties) shall be applied first to reimburse borne by VistaGen, and VistaGen shall indemnify and hold EverInsight Indemnitee harmless from such Third Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted Infringement Claim pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first PartySection 13.1(d).

Infringement Claims by Third Parties. If either (i) any Licensed Product Developed, made, Commercialized or otherwise exploited by or under authority of Arcus becomes the Exploitation subject of a Third Party’s claim or assertion of infringement of a patent relating to the manufacture, use, sale, offer for sale or importation of such Licensed Product in the Territory pursuant to this Agreement results inField in the Territory, or (ii) if a declaratory judgment action is reasonably expected to result in, any claim, suit or proceeding by brought naming either Party as a Third Party defendant and alleging infringement by Eikon or invalidity of any of its Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim the Licensed Patents in connection with an Infringement action initiated pursuant to Section 9.4the Territory, the Party first becoming aware having notice of such alleged infringement the claim or assertion shall promptly notify the other Party thereof Party, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Unless the Parties otherwise agree in writing. As between the Parties, each Party shall have the sole right to defend itself against a suit that names it as a defendant (the “Defending Party”). If WuXi is named in such legal action *** 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. but not Arcus, then Arcus shall have the right to join, at its own expense, any such legal action and control to be represented in such action by its own counsel. None of the defense Parties shall enter into any settlement of any claim described in this Section in the Territory that admits to the invalidity, narrowing of scope or unenforceability of the Licensed Patents or this Agreement, incurs any financial liability on the part of the other Party or requires an admission of liability, wrongdoing or fault on the part of the other Party without such claim, suit or proceeding in such other Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below), using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of prior written consent. In any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense. Where a Party controls such an actionevent, the other Party shall, and shall cause its Affiliates to, reasonably assist the Defending Party and cooperate with in any such litigation at the controlling Defending Party, as such controlling Party may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents ’s cost and other evidence and making its employees available at reasonable business hours; provided that the controlling Defending Party shall reimburse such the other Party for its reasonable and verifiable Party’s reasonable, documented, out-of-pocket costs and expenses incurred in connection associated therewith. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Any recoveries awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Party.

Infringement Claims by Third Parties. If the Exploitation manufacture, sale, or use of a Licensed Antibody or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Eikon AbbVie (or any of its Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.4, the Party first becoming aware of such alleged infringement AbbVie shall promptly notify the other Party Licensor thereof in writing. As between the Parties, each Party AbbVie shall have the sole right first right, but not the obligation, to defend and control the defense of any such claim, suit suit, or proceeding in such Party’s respective Territory at its sole cost and own expense (but subject to deduction as provided below) (and except to the extent any such expense constitutes an Allowable Expense), using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party Licensor may participate in any such claim, suit suit, or proceeding with counsel of its choice at its sole cost and own expense. Where a Party controls such an actionWithout limitation of the foregoing, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time if AbbVie finds it necessary or desirable to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named join Licensor as a necessary party to, to any such action, providing access Licensor shall execute all papers and perform such acts as shall be reasonably required at AbbVie’s expense. If AbbVie elects (in a written communication submitted to relevant documents Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and other evidence maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and making control the defense of any such claim, suit, or proceeding at its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithown expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. If Licensor has exercised a Licensor Opt Out for a Collaboration Program and such costs are not included as an Allowable Expense, [***]. Any recoveries by AbbVie of any sanctions awarded to AbbVie and against a Party in connection with any Third Party Infringement Claim party asserting a claim being defended under this Section 9.5 7.4 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Partyas follows: [***].

Infringement Claims by Third Parties. (a) If the Exploitation manufacture, use or sale of Bulk Drug Substance and/or Drug Product results in a Licensed Product in the Territory pursuant claim against a party for patent infringement or for inducing or contributing to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging patent infringement by Eikon or any of its Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party "Infringement Claim”"), including any defense or counterclaim in connection with the party first having notice of an Infringement action initiated pursuant to Section 9.4, the Party first becoming aware of such alleged infringement Claim shall promptly notify the other Party thereof in writing. As between The notice shall set forth the Partiesfacts of the Infringement Claim in reasonable detail. (i) If the Infringement Claim relates to a Third Party patent issued prior to the Effective Date, each Party Lilly shall have the sole right option to defend and control the defense of the Infringement Claim and to employ counsel of Lilly's choice. Lilly shall elect to control the defense or not within forty-five (45) days of receipt of notice of the Infringement Claim. If it is necessary to take any action prior to the date of Lilly's decision regarding control of the defense in order to protect the rights of either party, the parties shall cooperate to ensure that such claimaction is taken in a timely manner. If Lilly elects not to control the defense, suit or proceeding in then Ophidian shall have the obligation to defend such Party’s respective Territory at its sole cost Infringement Claim and expense (but subject to deduction as provided below), using may control such defense and may employ counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, . (ii) Eikon If the Infringement Claim relates to a Third Party patent issued after the Effective Date, Lilly shall have the obligation to defend such Infringement Claim and may provide instructions to Impact for Impact’s control such defense and may employ counsel of its choice. (iii) The party not controlling the defense of any such Third Party Infringement Claim as necessary shall have the right to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product participate in the Eikon Territorydefense, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party may participate in any such claim, suit or proceeding with counsel of its choice choice, but solely at its sole cost and expense. Where Lilly and Ophidian shall cooperate in the defense of any Infringement Claim, and shall provide such assistance to the other party as may reasonably be requested. No settlement shall be made without the consent of the other party, which consent shall not be unreasonably withheld. If any party shall fail to commence defense against any Infringement Claim that it is obligated to defend within a Party controls period of sixty (60) days after receiving or giving notice of such an actionclaim, the other party shall have the right to commence such defense. The expenses of any defense shall be handled as provided in subparagraph (b) below. (b) With respect to Infringement Claims related to Third Party shallpatents issued prior to the Effective Date: (i) If Lilly exercises its option to control such litigation,************* *********************************************************************. (ii) If Lilly does not exercise its option to control such litigation, **********************************************************************. (iii) Within 60 days from the end of each quarter, Lilly shall send to Ophidian an invoice for reimbursement of any of the aforementioned expenses incurred by Lilly for which Lilly is entitled to reimbursement. Ophidian shall have 30 days from the date of invoice to pay Lilly, either in cash or through a credit against any then outstanding invoice for Lilly's purchases of Bulk Drug Substance. However, the ****************************************************** ************. Amounts deferred because of this limitation will be carried forward to subsequent quarters until paid in full. If payment is not received within 30 days, whether because of deferral as provided above or other reasons, simple interest at ******************************** will begin to accrue and will be paid to Lilly on a monthly basis until the invoice is paid in full. For example,*********************************************************** ***********************************************************************. (c) With respect to Infringement Claims relating to patents issued after the Effective Date, the parties shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket share all costs and expenses incurred in connection therewithconducting the defense of such claims, including the investigation and settlement thereof on the basis of *********** by Lilly and ******** by Ophidian. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in Provided that Lilly is conducting the defense of the claimsInfringement Claim, Ophidian shall bear its own defense costs. Any recoveries awarded Except as otherwise provided in this Agreement, any and all royalties, amounts paid in settlement and damages resulting from settlement or a final nonappealable judgment pursuant to a Party in connection with any Third Party litigation relating to an Infringement Claim defended under this Section 9.5 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Party***********************.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Eikon Licensee or any of its Affiliates or its or their Sublicensees, Distributors or customers Sublicensees (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.45.3 (Enforcement of Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party Licensee shall have the sole right to defend and control the defense of be responsible for defending any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below)expense, using counsel of its own Licensee’s choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that Licensee shall retain the right to control such claim, suit or proceeding. Where a Party controls such an action, the other Party AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with the controlling PartyLicensee, as such controlling Party Licensee may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party Licensee shall reimburse such other Party AstraZeneca for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party Licensee shall keep the other Party AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party Licensee agrees to provide the other Party AstraZeneca with copies of all material pleadings filed in such action and to allow the other Party AstraZeneca reasonable opportunity to participate in the defense of the claims. Any recoveries damages, or awards, including royalties incurred or awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 5.4 (Infringement Claims by Third Parties) shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Partyborne by Licensee.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Eikon Licensee or any of its Affiliates or its or their Sublicensees, Distributors or customers (a “"Third Party Infringement Claim”"), including any defense defence or counterclaim in connection with an Infringement action initiated pursuant to Section 9.45.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party Licensee shall have the sole right to defend and control the defense of be responsible for defending any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below)expense, using counsel of its own Licensee’s choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that Licensee shall retain the right to control such claim, suit or proceeding. Where a Party controls such an action, the other Party AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with the controlling PartyLicensee, as such controlling Party Licensee may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party Licensee shall reimburse such other Party AstraZeneca for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party Licensee shall keep the other Party AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party Licensee agrees to provide the other Party AstraZeneca with copies of all material pleadings filed in such action and to allow the other Party AstraZeneca reasonable opportunity to participate in the defense defence of the claims. Any recoveries damages, or awards, including royalties incurred or awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 5.4 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Partyborne by Licensee.

Infringement Claims by Third Parties. If the Exploitation Manufacture, use or Commercialization of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit or proceeding Deductible IP Litigation by a Third Party alleging patent infringement by Eikon AbbVie (or any of its Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.4, the Party first becoming aware of such alleged infringement AbbVie shall promptly notify the other Party Ablynx thereof in writing. As between the Parties, each Party AbbVie shall have the sole right first right, but not the obligation, to defend and control the defense of any such claim, suit or proceeding in such Party’s respective Territory Deductible IP Litigation at its sole cost and own expense (but subject to deduction as provided below), using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party Ablynx may participate in any such claim, suit or proceeding Deductible IP Litigation with counsel of its choice at its sole cost and own expense. Where a Party controls such an actionWithout limitation of the foregoing, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may where it is reasonably request from time necessary for Ablynx to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named join as a necessary party to, to any such action, providing access Ablynx shall execute all papers and perform such acts as shall be reasonably required at AbbVie’s expense. If AbbVie elects (in a written communication submitted to relevant documents Ablynx within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and other evidence maintain the defense of, any such Deductible IP Litigation, within such time periods so that Ablynx is not prejudiced by any delays, Ablynx may conduct and making control the defense of any such Deductible IP Litigation at its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithown expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit or proceedingDeductible IP Litigation. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action Deductible IP Litigation and to allow the other Party reasonable opportunity to participate in the defense of defense. […***…]. Notwithstanding the claimsforegoing, […***…]. Any recoveries by AbbVie of any sanctions awarded to AbbVie and against a Party in connection with any Third Party Infringement Claim asserting a claim being defended under this Section 9.5 7.4 shall be applied first to reimburse such as follows: […***…]. For purposes of clarity, Third Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted Claims pursuant to Section 11.2.1(vii) shall not be subject to the previous sentence, with the balance provisions of any such recoveries being retained or provided to such first Partythis Section 7.4.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Eikon Licensee or any of its Affiliates or its or their Sublicensees, Distributors distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.45.3, the Party first becoming aware of such alleged infringement Third Party Infringement Claim shall promptly notify the other Party thereof in writing. As between the Parties, each Party Licensee shall have the sole right to defend and control the defense of any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below), using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact be responsible for Impact’s defense of defending any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikonat its sole cost and expense, using counsel of Licensee’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Productchoice. The non-controlling Party AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that Licensee shall retain the right to control such claim, suit or proceeding. Where a Party controls such an action, the other Party AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with the controlling PartyLicensee, as such controlling Party Licensee may reasonably request from time to time, in connection with its activities set forth in this SectionSection 5.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party Licensee shall reimburse such other Party AstraZeneca for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party Licensee shall keep the other Party AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Any recoveries damages, or awards, including royalties incurred or awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 5.4 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Partyborne by Licensee.

Infringement Claims by Third Parties. If the Exploitation Manufacture, use or Commercialization of a Licensed Molecule or Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Eikon AbbVie or any of its Galapagos (or their respective Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.4, the Party first becoming aware receiving notice of such alleged infringement claim, suit, or proceeding shall promptly notify the other Party thereof in writing. As between the Parties, each Party AbbVie shall have the sole right to defend and control the defense of any such claim, suit suit, or proceeding in such Party’s respective Territory at its sole cost and own expense (but subject except to deduction as provided belowthe extent any such cost or expense is allocable to the Galapagos Territory, in which event such cost or expense, to the extent reasonable and reasonably incurred, shall be reimbursed by Galapagos in accordance with Section 7.9), using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party Galapagos may participate in any such claim, suit suit, or proceeding with counsel of its choice at its sole cost and own expense. Where a Party controls such an actionWithout limitation of the foregoing, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time if AbbVie finds it necessary or desirable to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named join Galapagos as a necessary party to, to any such action, providing access to relevant documents Galapagos shall execute all papers and other evidence and making its employees available perform such acts as shall be reasonably required at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithAbbVie’s expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Unless otherwise set forth herein, AbbVie shall have the right to settle such claim, including by entering into a license agreement pursuant to Section 7.6; provided, that AbbVie shall not settle any litigation under this Section 7.4 in a manner that diminishes or has a material adverse effect on the rights or interest of Galapagos, or in a manner that imposes any costs (except as set forth in the immediately following proviso) or liability on, or involves any admission by, Galapagos, without Galapagos’ express written consent; provided, further, that entering into an agreement with such Third Party pursuant to Section 7.6 shall not require the consent of Galapagos. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. AbbVie shall be entitled to deduct […***…] percent ([…***…]%) of the reasonable out-of-pocket attorney’s fees and court costs borne by AbbVie (and not reimbursed by Galapagos pursuant to Section 7.9) in defending such claim, suit, or proceeding brought by a Third Party alleging that a Molecule, Product or the Manufacturing Process (which Manufacturing Process AbbVie has not modified in any substantial part pertinent to the asserted claims in said proceeding) infringe one (1) or more Patents controlled by the Third Party. Such deduction shall be applied in a given Calendar Quarter from the sales-based milestones due to Galapagos pursuant to Section 6.4.1, and to the extent not exhausted within an […***…] ([…***…]) month period, may be deducted from royalties due to Galapagos pursuant to Section 6.5. Any recoveries by AbbVie of any sanctions awarded to AbbVie and against a Party in connection with any Third Party Infringement Claim party asserting a claim being defended under this Section 9.5 7.4 shall be applied as follows: such recovery shall be applied first to (i) reimburse such Party AbbVie for its reasonable out-of-pocket costs of defending such claim, suit suit, or proceedings and then to reimburse the other Party for amounts extent not deducted from sales-based milestones pursuant to the previous sentence, with and (ii) reimburse Galapagos for sales-based milestones deductions pursuant to the previous sentence. The balance of any such recoveries being shall be retained or provided to AbbVie and included in calculation of Net Sales for the relevant Product, except to the extent such first Partyrecovery is attributable to the Galapagos Territory, in which event it shall be retained by or provided to Galapagos.

Infringement Claims by Third Parties. If With respect to any ------------------------------------ and all Claims instituted by Third Parties against Adolor or GSK or any of their respective Affiliates for trademark infringement involving the Exploitation use, sale, license or marketing of a Licensed Collaboration Product in the Territory pursuant United States during the United States Term (each, a "Trademark Infringement Claim"), each of Adolor and ---------------------------- GSK shall be responsible for Losses arising out of or resulting from such Trademark Infringement Claims of the Adolor Product Marketing Contribution or the GI Product Marketing Contribution (prior to any adjustment under Section 6.3.4), as applicable, and Adolor and GSK will assist one another and cooperate in the defense and settlement of such Trademark Infringement Claims at the other Party's request; provided, however, that in all cases referred to in this Agreement results inSection 2.4.8, or is reasonably expected to result in, neither Party shall be liable for any claim, suit or proceeding by a Third Party alleging infringement by Eikon or any proportion of its Affiliates share of the Losses in relation to the Trademark Infringement Claim to the extent that such Losses were caused by the negligence or its willful misconduct or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.4, the Party first becoming aware wrongdoing of such alleged infringement shall promptly notify the other Party thereof in writing. As between or any breach by the Parties, each other Party shall have the sole right to defend and control the defense of any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below), using counsel of its own choice; provided that (i) Impact representations, warranties or covenants or agreements hereunder. Further, to the extent Adolor has elected to receive royalties in relation to any Collaboration Product being sold in the United States and GSK has elected to use an Adolor Product Trademark on such GI Product under Section 2.4.2, GSK shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact be liable for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy Losses with respect to any Trademark Infringement Claim raised against GSK except those Losses in relation to the Licensed Compounds and Licensed Products and (iii) Impact Trademark Infringement Claim to the extent such Losses were caused by the negligence or willful misconduct or wrongdoing of Adolor or any breach by Adolor of its representations, warranties, covenants or agreements hereunder. Adolor shall not (A) settle be responsible for any Losses arising out of or (B) take any action with respect resulting from Trademark Infringement Claims in relation to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Collaboration Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense. Where for which it does not receive a Party controls such an action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense percentage of the claims. Any recoveries awarded Adolor Product Marketing Contribution or a percentage of the GI Product Marketing Contribution unless such Loss is related to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit 14.2(a) or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Party14.2(b).

Infringement Claims by Third Parties. If (i) any Licensed Product developed, made, commercialized or otherwise exploited by or under authority of Licensee becomes the Exploitation subject of a Third Party’s claim or assertion of infringement of a patent relating to the manufacture, use, sale, offer for sale or importation of such Licensed Product in the Territory pursuant to this Agreement results inField in the Territory, or (ii) if a declaratory judgment action is reasonably expected to result in, any claim, suit or proceeding by brought naming either Party as a Third Party defendant and alleging infringement by Eikon or invalidity of any of its Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim the Licensed Patents in connection with an Infringement action initiated pursuant to Section 9.4the Territory, the Party first becoming aware having notice of such alleged infringement the claim or assertion shall promptly notify the other Party thereof Party, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Unless the Parties otherwise agree in writing. As between the Parties, each Party shall have the sole right to defend itself against a suit that names it as a defendant (the “Defending Party”). If WuXi Biologics is named in such legal action but not Licensee, then Licensee shall have the right to join, at its own expense, any such legal action and control to be represented in such action by its own counsel. None of the defense Parties shall enter into any settlement of any claim described in this Section in the Territory that admits to the invalidity, narrowing of scope or unenforceability of the Licensed Patents or this Agreement, incurs any financial liability on the part of the other Party or requires an admission of liability, wrongdoing or fault on the part of the other Party without such claim, suit or proceeding in such other Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below), using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of prior written consent. In any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense. Where a Party controls such an actionevent, the other Party shall, and shall cause its Affiliates to, reasonably assist the Defending Party and cooperate with in any such litigation at the controlling Defending Party, as such controlling Party may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents ’s cost and other evidence and making its employees available at reasonable business hours; provided that the controlling Defending Party shall reimburse such the other Party for its reasonable and verifiable Party’s reasonable, documented, out-of-pocket costs and expenses incurred in connection associated therewith. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Any recoveries awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Party.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Eikon Licensee or any of its Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”), including any defense defence or counterclaim in connection with an Infringement action initiated pursuant to Section 9.45.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party Licensee shall have the sole right to defend and control the defense of be responsible for defending any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below)expense, using counsel of its own Licensee’s choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that Licensee shall retain the right to control such claim, suit or proceeding. Where a Party controls such an action, the other Party AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with the controlling PartyLicensee, as such controlling Party Licensee may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party Licensee shall reimburse such other Party AstraZeneca for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party Licensee shall keep the other Party AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party Licensee agrees to provide the other Party AstraZeneca with copies of all material pleadings filed in such action and to allow the other Party AstraZeneca reasonable opportunity to participate in the defense defence of the claims. Any recoveries damages, or awards, including royalties incurred or awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 5.4 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Partyborne by Licensee.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Eikon Licensee or any of its Affiliates or its or their Sublicensees, Distributors distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.45.3, the Party first becoming aware of such alleged infringement Third Party Infringement Claim shall promptly notify the other Party thereof in writing. As between the Parties, each Party Licensee shall have the sole right to defend and control the defense of any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below), using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact be responsible for Impact’s defense of defending any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikonat its sole cost and expense, using counsel of Licensee’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Productchoice. The non-controlling Party MedImmune may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that Licensee shall retain the right to control such claim, suit or proceeding. Where a Party controls such an action, the other Party MedImmune shall, and shall cause its Affiliates to, assist and cooperate with the controlling PartyLicensee, as such controlling Party Licensee may reasonably request from time to time, in connection with its activities set forth in this SectionSection 5.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party Licensee shall reimburse such other Party MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party Licensee shall keep the other Party MedImmune reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party Licensee agrees to provide the other Party MedImmune with copies of all material pleadings filed in such action and to allow the other Party MedImmune reasonable opportunity to participate in the defense of the claims. Any recoveries damages, or awards, including royalties incurred or awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 5.4 shall be applied first borne by Licensee, except for those Losses for which MedImmune has an obligation to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted indemnify Licensee pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first PartySection 8.2 .

Infringement Claims by Third Parties. If the Exploitation Development, manufacture or commercialization of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Eikon Licensee or any of its Affiliates or its or their Sublicensees, Distributors or customers Sublicensees (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.45.2 (Licensed Patents and Licensed Know-How Enforcement and Defense), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party Licensee shall have the sole right to defend and control the defense of be responsible for defending any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below)expense, using counsel of its own Licensee’s choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party Ligand may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that Licensee shall retain the right to control such claim, suit or proceeding. Where a Party controls such an action, the other Party Ligand shall, and shall cause its Affiliates to, assist and cooperate with the controlling PartyLicensee, as such controlling Party Licensee may reasonably request from time to time, in connection with its activities set forth in this SectionSection 5.3 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party Licensee shall reimburse such other Party Ligand for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party Licensee shall keep the other Party Ligand reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party Licensee agrees to provide the other Party Ligand with copies of all material pleadings filed in such action and to allow the other Party Ligand reasonable opportunity to participate in the defense of the claims. Any recoveries awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Party.

Infringement Claims by Third Parties. (a) If the Exploitation manufacture, use or sale of Bulk Drug Substance and/or Drug Product results in a Licensed Product in the Territory pursuant claim against a party for patent infringement or for inducing or contributing to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging patent infringement by Eikon or any of its Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party "Infringement Claim”"), including any defense or counterclaim in connection with the party first having notice of an Infringement action initiated pursuant to Section 9.4, the Party first becoming aware of such alleged infringement Claim shall promptly notify the other Party thereof in writing. As between The notice shall set forth the Partiesfacts of the Infringement Claim in reasonable detail. (i) If the Infringement Claim relates to a Third Party patent issued prior to the Effective Date, each Party Lilly shall have the sole right option to defend and control the defense of the Infringement Claim and to employ counsel of Lilly's choice. Lilly shall elect to control the defense or not within forty-five (45) days of receipt of notice of the Infringement Claim. If it is necessary to take any action prior to the date of Lilly's decision regarding control of the defense in order to protect the rights of either party, the parties shall cooperate to ensure that such claimaction is taken in a timely manner. If Lilly elects not to control the defense, suit or proceeding in then Ophidian shall have the obligation to defend such Party’s respective Territory at its sole cost Infringement Claim and expense (but subject to deduction as provided below), using may control such defense and may employ counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, . (ii) Eikon If the Infringement Claim relates to a Third Party patent issued after the Effective Date, Lilly shall have the obligation to defend such Infringement Claim and may provide instructions to Impact for Impact’s control such defense and may employ counsel of its choice. (iii) The party not controlling the defense of any such Third Party Infringement Claim as necessary shall have the right to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product participate in the Eikon Territorydefense, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party may participate in any such claim, suit or proceeding with counsel of its choice choice, but solely at its sole cost and expense. Where Lilly and Ophidian shall cooperate in the defense of any Infringement Claim, and shall provide such assistance to the other party as may reasonably be requested. No settlement shall be made without the consent of the other party, which consent shall not be unreasonably withheld. If any party shall fail to commence defense against any Infringement Claim that it is obligated to defend within a Party controls period of sixty (60) days after receiving or giving notice of such an actionclaim, the other party shall have the right to commence such defense. The expenses of any defense shall be handled as provided in subparagraph (b) below. (b) With respect to Infringement Claims related to Third Party shallpatents issued prior to the Effective Date: (i) If Lilly exercises its option to control such litigation,************* *********************************************************************. (ii) If Lilly does not exercise its option to control such litigation, **********************************************************************. (iii) Within 60 days from the end of each quarter, Lilly shall send to Ophidian an invoice for reimbursement of any of the aforementioned expenses incurred by Lilly for which Lilly is entitled to reimbursement. Ophidian shall have 30 days from the date of invoice to pay Lilly, either in cash or through a credit against any then outstanding invoice for Lilly's purchases of Bulk Drug Substance. ****************************************************************** ************. Amounts deferred because of this limitation will be carried forward to subsequent quarters until paid in full. If payment is not received within 30 days, whether because of deferral as provided above or other reasons, simple interest at ******************************** will begin to accrue and will be paid to Lilly on a monthly basis until the invoice is paid in full. For example,*********************************************************** ***********************************************************************. (c) With respect to Infringement Claims relating to patents issued after the Effective Date, the parties shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket share all costs and expenses incurred in connection therewithconducting the defense of such claims, including the investigation and settlement thereof on the basis of *********** by Lilly and ******** by Ophidian. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in Provided that Lilly is conducting the defense of the claimsInfringement Claim, Ophidian shall bear its own defense costs. Any recoveries awarded Except as otherwise provided in this Agreement, any and all royalties, amounts paid in settlement and damages resulting from settlement or a final nonappealable judgment pursuant to a Party in connection with any Third Party litigation relating to an Infringement Claim defended under this Section 9.5 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Party***********************.

Infringement Claims by Third Parties. If the Exploitation of a the Licensed Product Compounds or the Licensed Products in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement Infringement by Eikon Licensee or any of its Affiliates or its or their Sublicensees, Distributors distributors or customers (a “Third Party Infringement Claim”)customers, including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.45.3.2 (Enforcement of Patents) (a “Third Party Infringement Claim”), the Party first becoming aware of such alleged infringement Infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party Licensee shall have the sole first right to defend and control the defense of any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below), using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of against any such Third Party Infringement Claim as necessary to align such prosecution Claim, using counsel of Licensee’s choice, and Licensee shall solely bear all costs and expenses (including any damages, awards, royalties, settlement amounts and other liabilities) incurred by Licensee or defense any of its Affiliates or its or their Sublicensees, distributors or customers in connection with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed ProductClaim. The non-controlling Party AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that Licensee shall retain the right to control such claim, suit or proceeding. Where a Party controls such an action, the other Party AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with the controlling PartyLicensee, as such controlling Party Licensee may reasonably request from time to time, in connection with its activities set forth in this SectionSection 5.4 (Infringement Claims by Third Parties), including including, where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence evidence, and making its employees available at reasonable business hours; provided that the controlling Party Licensee shall reimburse such other Party AstraZeneca for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party shall keep the other Party reasonably informed of all material developments in connection with any If Licensee or its designee does not take commercially reasonable steps to defend against such claim, suit or proceeding. Each Party agrees proceeding within [***] days following the first notice provided above with respect to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Any recoveries awarded to a Party in connection with any Third Party Infringement Claim defended under or, provided such date occurs after the first such notice of such Third Party Infringement Claim is provided, [***] Business Days before the time limit, if any, set forth in Applicable Law for filing of such actions, whichever comes first, then (a) Licensee shall so notify AstraZeneca and (b) AstraZeneca may defend at its discretion against such Third Party Infringement Claim at its sole cost and expense; provided that AstraZeneca shall not enter into any settlement of any claim described in this Section 9.5 shall 5.4 that incurs any financial liability on the part of Licensee, requires an admission of liability, wrongdoing or fault on the part of Licensee, without Licensee’s prior written consent, in each case, such consent not to be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claimunreasonably withheld, suit conditioned or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Partydelayed.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Licensed Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against Everest or any of its Affiliates or Sublicensees alleging infringement by Eikon Everest or any of its Affiliates or its or their Sublicensees, Distributors distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an a Product Infringement action initiated pursuant to Section 9.49.4(b) (Enforcement of Licensed Patents and Joint Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party subject to ARTICLE 13 (Indemnification; Liability): (a) Everest shall have the sole right to defend and control the defense of be responsible for defending any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below)expense, using counsel of its own Everest’s choice; provided that (ib) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party NPLH may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense. Where a Party controls ; provided that Everest shall retain the right to control such an actionclaim, the other Party suit or proceeding; (c) NPLH shall, and shall cause its Affiliates to, assist and cooperate co-operate with the controlling PartyEverest, as such controlling Party Everest may reasonably request from time to time, in connection with its activities set forth in this SectionSection 9.5 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party Everest shall reimburse such other Party NPLH for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party ; (d) Everest shall keep the other Party NPLH reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party ; (e) Everest agrees to provide the other Party NPLH with copies of all material pleadings filed in such action and to allow the other Party NPLH reasonable opportunity to participate in the defense of the claims. Any recoveries Claims; and (f) any damages, or awards, including royalties, incurred or awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 (Infringement Claims by Third Parties) shall be applied first borne by Everest subject to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first PartyARTICLE 13 (Indemnification; Liability).

Infringement Claims by Third Parties. If the Exploitation manufacture, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Eikon AbbVie (or any of its Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.4, the Party first becoming aware of such alleged infringement AbbVie shall promptly notify the other Party Harpoon thereof in writing. As between the PartiesSubject to Section 11.2, each Party AbbVie shall have the sole right first right, but not the obligation, to defend and control the defense of any such claim, suit suit, or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below)own expense, using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party Harpoon may participate in any such claim, suit suit, or proceeding with counsel of its choice at its sole cost and own expense. Where The assumption of the defense of a Party controls claim that may be subject to Section 11.2 by either AbbVie or Harpoon shall not be construed as an acknowledgment that Harpoon is liable to indemnify any AbbVie Indemnitee in respect of such indemnity claim, nor shall it constitute a waiver by Harpoon of any defenses it may assert against an actionAbbVie Indemnitee’s claim for indemnification. Without limitation of the foregoing, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time if AbbVie finds it necessary or desirable to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named join Harpoon as a necessary party to, to any such action, providing access Harpoon shall, at AbbVie’s expense, execute all papers and perform such acts as shall be reasonably required. If AbbVie elects (in a written communication submitted to relevant documents Harpoon within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and other evidence maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Harpoon is not prejudiced by any delays, Harpoon may conduct and making control the defense of any such claim, suit, or proceeding at its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithown expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Any recoveries awarded to a Party in connection with any Third Party Infringement Claim defended [***] under this Section 9.5 7.4 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Party.[***]

Infringement Claims by Third Parties. If Each Party shall promptly notify the Exploitation other Party in writing of, but in no event later than 30 days after the earlier of receiving written notice or, to the actual knowledge of any of a Party’s patent attorneys with responsibility for Licensed Products, becoming aware of, any threatened or actual claim, action, suit or proceeding by a Third Party against Licensee, or any of its Affiliates or its or their Sublicensees relating to the infringement of such Third Party’s Patents or unauthorized use or misappropriation of such Third Party’s Information, based upon an assertion or claim arising out of the research, development, commercialization or Manufacture of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Eikon Licensee or any of its Affiliates or its or their SublicenseesSublicensees(such claim, Distributors action, suit or customers (proceeding, a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.4, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. 5.3 As between the Parties, each Licensee shall be responsible for defending any such Third Party shall have the sole right to defend Infringement Claim, and control the defense of any such claimconduct thereof, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below)expense, using counsel of its own Licensee’s choice; provided that (i) Impact shall consult with Eikon . AstraZeneca may participate in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon TerritoryClaim, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that Licensee shall control such Third Party Infringement Claim. Where a Party controls such an action, the other Party AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with the controlling PartyLicensee, as such controlling Party Licensee may reasonably request from time to time, in connection with its activities set forth in this SectionSection 5.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such actionThird Party Infringement Claim, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party Licensee shall reimburse such other Party AstraZeneca for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party Licensee shall keep the other Party AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Third Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claimsInfringement Claim. Any recoveries damages, or awards, including royalties incurred or awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 5.4 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Partyborne by Licensee.

Infringement Claims by Third Parties. If the Exploitation Development or Commercialization of the Licensed Compound or a Licensed Product in the Field in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging Patent infringement by Eikon or any of its Affiliates Licensee (or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”Affiliates), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.4, the Party first becoming aware of such alleged infringement Licensee shall promptly notify the other Party Licensor thereof in writing. As between Subject to the Partiesremainder of this Section 9.4 and Section 12.2, each Party Licensee (or its Affiliates) shall have the sole right to defend and control any action which names Licensee (or its Affiliates) or claims the defense infringement, after the Effective Date, of any such claim, suit or proceeding in such Third Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below), using counsel Patent through the Development or Commercialization of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Field in the Territory. If necessary and at Licensee’s expense, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense. Where a Party controls such an action, the other Party shall, and shall cause its Affiliates to, Licensor will reasonably assist and cooperate with the controlling Party, as Licensee in any such controlling Party may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithdefense. Each Party Licensee shall keep the other Party Licensor reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Each Party agrees to provide the other Party , including by providing Licensor with copies of all material pleadings filed in such action action. Licensor shall have the right to (a) assume the defense of any claims that name Licensor or its Affiliates (and to allow the other Party reasonable opportunity to Licensee shall assist ​ ​ and cooperate in any such defense) or (b) participate in the defense of the claimsclaims in actions defended by Licensee. Any recoveries awarded to a Neither Party may enter into any settlement that affects the other Party’s rights or interests without such Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. Licensee will bear all costs and expenses (including attorneys’ fees) and pay all damages and settlement amounts arising out of or in connection with any Third Party Infringement Claim defended under action described in this Section 9.5 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Party9.4.

Infringement Claims by Third Parties. If the Exploitation Manufacture, use or Commercialization of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit or proceeding Deductible IP Litigation by a Third Party alleging patent infringement by Eikon AbbVie (or any of its Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.4, the Party first becoming aware of such alleged infringement AbbVie shall promptly notify the other Party Ablynx thereof in writing. As between the Parties, each Party AbbVie shall have the sole right first right, but not the obligation, to defend and control the defense of any such claim, suit or proceeding in such Party’s respective Territory Deductible IP Litigation at its sole cost and own expense (but subject to deduction as provided below), using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party Ablynx may participate in any such claim, suit or proceeding Deductible IP Litigation with counsel of its choice at its sole cost and own expense. Where a Party controls such an actionWithout limitation of the foregoing, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may where it is reasonably request from time necessary for Ablynx to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named join as a necessary party to, to any such action, providing access Ablynx shall execute all papers and perform such acts as shall be reasonably required at AbbVie’s expense. If AbbVie elects (in a written communication submitted to relevant documents Ablynx within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and other evidence maintain the defense of, any such Deductible IP Litigation, within such time periods so that Ablynx is not prejudiced by any delays, Ablynx may conduct and making control the defense of any such Deductible IP Litigation at its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithown expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit or proceedingDeductible IP Litigation. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action Deductible IP Litigation and to CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. allow the other Party reasonable opportunity to participate in the defense of defense. […***…]. Notwithstanding the claimsforegoing, […***…]. Any recoveries by AbbVie of any sanctions awarded to AbbVie and against a Party in connection with any Third Party Infringement Claim asserting a claim being defended under this Section 9.5 7.4 shall be applied first to reimburse such as follows: […***…]. For purposes of clarity, Third Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted Claims pursuant to Section 11.2(vii) shall not be subject to the previous sentence, with the balance provisions of any such recoveries being retained or provided to such first Partythis Section 7.4.

Infringement Claims by Third Parties. 11.5.1 If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Eikon a Party or any of its Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.411.4.2, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As . 11.5.2 Notwithstanding Section 14.3, as between the Parties, each Party (a) except with respect to I-Mab’s obligations provided in the following clause (b), AbbVie shall have the sole right to defend and control the defense of any such claim, suit or proceeding in such Party’s respective Territory Third Party Infringement Claim at its sole cost and expense expense, using counsel of its own choice and (but subject b) I-Mab shall defend and control the defense of any Third Party Infringement Claim brought against I-Mab or any of its Affiliates or Sublicensees related to deduction as provided below)its or their activities in the I-Mab Territory, at its sole cost and expense, using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impacteach Party’s defense or settlement of any such Third Party Infringement Claim as necessary to align such prosecution or defense in its Territory shall be consistent with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products terms of this Agreement, and (iiiii) Impact each Party shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to admit infringement of such Licensed Compound Product, without the other Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Productdelayed). The non-controlling other Party may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expenseexpense if permitted under Applicable Law. Where If a Party controls such an action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time to time, in connection with its activities set forth in this SectionSection 11.5, including where if necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable outOut-of-pocket costs and expenses Pocket Costs incurred in connection therewith; provided, further, that neither Party shall take any action in, or settle, any Third Party Infringement Claim under this Section 11.5.2 in a manner that is inconsistent with the terms of this Agreement or imposes any Out-of-Pocket Costs or liability on or involves any admission by the other Party without the prior written consent of such other Party (which consent shall not be unreasonably withheld, conditioned or delayed). Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in For clarity, the defense of the claims. Any recoveries awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 shall be applied first to reimburse includes filing a declaratory judgement action, a revocation or nullity action, a post-grant proceeding or any challenge in the applicable court or patent authority against a Patent of a Third Party involved in such Third Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first PartyInfringement Claim.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Eikon Mereo or any of its Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party ▇▇▇▇▇ shall have the sole right to defend and control the defense of be responsible for defending any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below)[***], using counsel of its own ▇▇▇▇▇’s choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect . Prior to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon TerritoryOption Exercise Date, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost [***]; provided that Mereo shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and expenseincluding the Option Exercise Date. Where a Party controls such an action, the other Party AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with the controlling PartyMereo, as such controlling Party Mereo may reasonably request from time to time, in connection with its activities set forth in this SectionSection 9.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; hours; provided that the controlling Party Mereo shall reimburse such other Party AstraZeneca for its reasonable and verifiable out-of-pocket [***] costs and expenses incurred in connection therewith. Each Party Mereo shall keep the other Party AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party Mereo agrees to provide the other Party AstraZeneca with copies of all material pleadings filed in such action and to allow the other Party AstraZeneca reasonable opportunity to participate in the defense of the claims. Any recoveries damages, or awards, including royalties incurred or awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 9.4 shall be applied first [***]. For clarity, if ▇▇▇▇▇ is required to reimburse make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for its reasonable out-of-pocket costs the purposes of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first PartySection 8.5.3(c).

Infringement Claims by Third Parties. If the Exploitation of a the Licensed Product Compounds or the Licensed Products in the Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement Infringement by Eikon Newsoara or any of its Affiliates or its or their Sublicensees, Distributors distributors or customers (a “Third Party Infringement Claim”)customers, including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.48.3 (Enforcement of Patents) (a “Third Party Infringement Claim”), the Party first becoming aware of such alleged infringement Infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party Newsoara shall have the sole right to defend and control the defense of any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below), using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of against any such Third Party Infringement Claim as necessary to align such prosecution in the Territory, using counsel of Newsoara’s choice. Fifty percent (50%) of all costs and expenses (including any damages, awards, royalties, settlement amounts and other liabilities) incurred by Newsoara or defense any of its Affiliates or its or their Sublicensees, distributors or customers in connection with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably may be expected offset from the payments due to adversely affect Eikon’s rights with respect to such Licensed Compound AUM for the corresponding Calendar Year or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound one or Licensed Productmore years thereafter. The non-controlling Party AUM may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that Newsoara shall retain the right to control such claim, suit or proceeding. Where a Party controls such an action, the other Party AUM shall, and shall cause its Affiliates to, assist and cooperate with the controlling PartyNewsoara, as such controlling Party Newsoara may reasonably request from time to time, in connection with its activities set forth in this SectionSection 8.4 (Infringement Claims by Third Parties), including including, where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence evidence, and making its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party Newsoara shall keep the other Party AUM reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party Newsoara agrees to provide the other Party AUM with copies of all material pleadings filed in such action and to allow the other Party consider in good faith and not unreasonably refuse to incorporate into its pleadings any timely and reasonable opportunity to participate in the defense of the claims. Any recoveries awarded to a Party in connection comments from AUM with any Third Party Infringement Claim defended under this Section 9.5 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Partyrespect thereto.

Infringement Claims by Third Parties. If the Exploitation of a the Licensed Product Viruses or the Licensed Products in the Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement Infringement of a Third Party Patent Right that Covers the Licensed Virus or the Licensed Product (not including any modification or improvement made by Eikon Newsoara to the Licensed Virus or the Licensed Product provided by Genelux) by Newsoara or any of its Affiliates or its or their Sublicensees, Distributors distributors or customers (a “Third Party Infringement Claim”)customers, including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.46.3.2 (Enforcement of Patents) (a “Third Party Infringement Claim”), the Party first becoming aware of such alleged infringement Infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party Newsoara shall have the sole first right to defend and control the defense of any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below), using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of against any such Third Party Infringement Claim as necessary to align such prosecution Claim, using counsel of Newsoara’s choice, and the Parties shall share [***] all reasonable costs and expenses (including any damages, awards, royalties, settlement amounts and other liabilities) incurred by Newsoara or defense any of its Affiliates or its or their Sublicensees, distributors or customers in connection with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed ProductClaim. The non-controlling Party Genelux may participate in any such claim, suit or proceeding with counsel of its choice at choice, and all reasonable costs and expenses incurred by Genelux or its sole cost and expenseAffiliates in connection therewith shall be shared [***]; provided that Newsoara shall retain the right to control such claim, suit or proceeding. Where a Party controls such an action, the other Party Genelux shall, and shall cause its Affiliates to, assist and cooperate with the controlling PartyNewsoara, as such controlling Party Newsoara may reasonably request from time to time, in connection with its activities set forth in this SectionSection 6.4 (Infringement Claims by Third Parties), including including, where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence evidence, and making its employees available at reasonable business hours; provided that , and the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred by Genelux or its Affiliate in connection therewithwith such assistance and cooperation shall be shared [***]. Each Party Newsoara shall keep the other Party Genelux reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party Newsoara agrees to provide the other Party Genelux with copies of all material pleadings filed in such action and to allow the other Party consider in good faith and not unreasonably refuse to incorporate into its pleadings any timely and reasonable opportunity comments from Genelux with respect thereto. If Newsoara or its designee does not take commercially reasonable steps to participate in the defense of the claims. Any recoveries awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending defend against such claim, suit or proceedings proceeding within [***] ([***]) days following the first notice provided above with respect to such Third Party Infringement Claim or, provided such date occurs after the first such notice of such Third Party Infringement Claim is provided, [***] ([***]) Business Days before the time limit, if any, set forth in Applicable Law for filing of such actions, whichever comes first, then (a) Newsoara shall so notify Genelux and then (b) Genelux may defend at its discretion against such Third Party Infringement Claim at its sole cost and expense, in which case Newsoara shall cooperate with and provide all reasonable assistance to reimburse Genelux in connection with such defense action. For clarity, Third Party Infringement Claim does not include claims for Infringement of Third Party Patent Rights due to (a) any modification or improvement made by Newsoara to the Licensed Virus or Licensed Product provided by Genelux; or (b) any Derived Product, and in each case of (a) and (b), Newsoara shall be solely responsible for the defense of such claims at its own cost and expense. If either Party becomes aware that the Exploitation of the Licensed Viruses or the Licensed Products or Derived Molecules or Derived Product by such Party results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement of a Third Party Patent Right that is reasonably expected to materially and adversely affect the Exploitation of the Licensed Virus or the Licensed Product or Derived Molecules or Derived Product by the other Party, such Party shall promptly notify the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Partythereof.

Infringement Claims by Third Parties. If the Exploitation Development or Commercialization of the Licensed Compound or a Licensed Product in the Field in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging Patent infringement by Eikon or any of its Affiliates Licensee (or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”Affiliates), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.4, the Party first becoming aware of such alleged infringement Licensee shall promptly notify the other Party Licensor thereof in writing. As between Subject to the Partiesremainder of this Section 9.4 and Section 12.2, each Party Licensee (or its Affiliates) shall have the sole right to defend and control any action which names Licensee (or its Affiliates) or claims the defense infringement, after the Effective Date, of any such claim, suit or proceeding in such Third Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below), using counsel Patent through the Development or Commercialization of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Field in the Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party may participate in any such claim, suit or proceeding with counsel of its choice If necessary and at its sole cost and Licensee’s expense. Where a Party controls such an action, the other Party shall, and shall cause its Affiliates to, Licensor will reasonably assist and cooperate with the controlling Party, as Licensee in any such controlling Party may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithdefense. Each Party Licensee shall keep the other Party Licensor reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Each Party agrees to provide the other Party , including by providing Licensor with copies of all material pleadings filed in such action action. Licensor shall have the right to (a) assume the defense of any claims that name Licensor or its Affiliates (and to allow the other Party reasonable opportunity to Licensee shall assist and cooperate in any such defense) or (b) participate in the defense of the claimsclaims in actions defended by Licensee. Any recoveries awarded to a Neither Party may enter into any settlement that affects the other Party’s rights or interests without such Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. Licensee will bear all costs and expenses (including attorneys’ fees) and pay all damages and settlement amounts arising out of or in connection with any Third Party Infringement Claim defended under action described in this Section 9.5 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Party9.4.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Eikon Licensee or any of its Affiliates or its or their Sublicensees, Distributors or customers Sublicensees (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.46.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party Licensee shall have the sole right first right, but not the obligation, to defend and control the defense of any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below)expense, using counsel of its Licensee’s own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party RVL may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense. If Licensee or its designee elects (in a written communication submitted to RVL within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit or proceeding, within such time periods so that RVL is not prejudiced by any delays, RVL may conduct and control the defense of any such claim, suit or proceeding at its sole cost and expense. Where a Party controls such an action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time to time, in connection with its activities set forth in this SectionSection 6.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Any recoveries awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 6.4 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentenceproceeding, with the balance of any such recoveries being retained or provided to such first PartyParty and, in the case of Licensee, included in the calculation of Net Sales for the relevant Licensed Product.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Licensed Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against Everest or any of its Affiliates or Sublicensees alleging infringement by Eikon Everest or any of its Affiliates or its or their Sublicensees, Distributors distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an a Product Infringement action initiated pursuant to Section 9.410.4(b) (Enforcement of Assigned Patents and Joint Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party subject to ARTICLE 14 (Indemnification; Liability): (a) Everest shall have the sole right to defend and control the defense of be responsible for defending any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below)expense, using counsel of its own Everest’s choice; provided that (ib) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party S▇▇▇▇ may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense. Where a Party controls ; provided that Everest shall retain the right to control such an actionclaim, the other Party suit or proceeding; (c) S▇▇▇▇ shall, and shall cause its Affiliates to, assist and cooperate co-operate with the controlling PartyEverest, as such controlling Party Everest may reasonably request from time to time, in connection with its activities set forth in this SectionSection 10.5 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party Everest shall reimburse such other Party S▇▇▇▇ for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party ; (d) Everest shall keep the other Party S▇▇▇▇ reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party ; (e) Everest agrees to provide the other Party S▇▇▇▇ with copies of all material pleadings filed in such action and to allow the other Party S▇▇▇▇ reasonable opportunity to participate in the defense of the claims. Any recoveries Claims; and (f) any damages, or awards, including royalties, incurred or awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 10.5 (Infringement Claims by Third Parties) shall be applied first borne by Everest subject to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first PartyARTICLE 14 (Indemnification; Liability).

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against Licensee or any of its Affiliates or Sublicensees alleging infringement by Eikon Licensee or any of its Affiliates or its or their Sublicensees, Distributors distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.4Clause 6.3 (Enforcement of Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party subject to Clause 9 (INDEMNITY), (a) Licensee shall have the sole right to defend and control the defense of be responsible for defending any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below)expense, using counsel of its own Licensee’s choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (iib) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party Nabriva may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense. Where a Party controls ; provided that Licensee shall retain the right to control such an actionclaim, the other Party suit or proceeding, (c) Nabriva shall, and shall cause its Affiliates to, assist and cooperate co-operate with the controlling PartyLicensee, as such controlling Party Licensee may reasonably request from time to time, in connection with its activities set forth in this SectionClause 6.4 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party Licensee shall reimburse such other Party Nabriva for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party , (d) Licensee shall keep the other Party Nabriva reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party , (e) Licensee agrees to provide the other Party Nabriva with copies of all material pleadings filed in such action and to allow the other Party Nabriva reasonable opportunity to participate in the defense of the claims. Any recoveries , and (f) any damages, or awards, including royalties, incurred or awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 Clause 6.4 (Infringement Claims by Third Parties) shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Partyborne by Licensee.

Infringement Claims by Third Parties. If the Exploitation manufacture, or Commercialization of a Licensed any Product in any country or countries of the Territory pursuant to this Agreement using the Licensed IP under Section 3. l results in, or is reasonably expected to result in, any in a claim, suit or proceeding by a Third Party third party alleging patent infringement by Eikon against Licensor or any of its Affiliates or its Licensee (or their Sublicenseesrespective Affiliates, Distributors Sublicensees or customers Distributors, as applicable) (a each, an “Third Party Infringement Claim”Action” ), including any defense or counterclaim in connection with Licensor’s or Licensee’s opinion, is likely to become the subject of an Infringement action initiated pursuant to Section 9.4Action, the such Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof hereto in writingwriting of the existence of such Infringement Action or of its concern that such an action is imminent. As between Licensor shall defend and control the Partiesdefense of any such Infringement Action at its own expense, each Party using counsel reasonably experienced in the defense of patent infringement claims (except in the case of an Infringement Action based on Licensee Improvement, in which case Licensee shall have defend and control the sole right defense of any such Infringement Action at its own expense, using counsel reasonably experienced in the defense of patent infringement claims). Licensee may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if Licensor finds it necessary or desirable to defend join Licensee as a party to any such action, Licensee shall execute all papers and perform such acts as shall be reasonably required at Licensor’s expense. If Licensor fails to initiate and maintain the defense of any such Infringement Action within ten (10) days of notice of such action, Licensee may conduct and control the defense of any such claim, suit suit, or proceeding and Licensor shall indemnify Licensee in full for the expense of such Party’s respective Territory at its sole cost defense (except in the case of an Infringement Action based on Licensee Improvement, in which case Licensee shall defend and expense (but subject to deduction as provided below), using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s control the defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could Action at its own expense, using counsel reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product experienced in the Eikon Territory, including through any admission defense of patent infringement by such Licensed Compound or Licensed Product. The non-controlling Party may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense. Where a Party controls such an action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithclaims). Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claimsInfringement Action. Any recoveries of any sanctions awarded to Licensee or Licensor (as applicable) and against a Party in connection with any Third Party Infringement Claim party asserting a claim being defended under this Section 9.5 7.3 shall be applied as follows: such recovery shall be applied first to reimburse such reimbursing the defending Party for its reasonable out-of-pocket costs of defending such claim, suit suit, or proceedings (including reasonable attorneys’ fees, court costs and then to reimburse the other Party for amounts deducted pursuant to the previous sentenceexpenses), with the balance of any such recoveries being retained or provided divided so that 50% is remitted to such first PartyLicensor and 50% to Licensee.

Infringement Claims by Third Parties. For purposes of this Section 4.3, the Party defending any Third Party Infringement Claim shall be the “Defending Party”. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement by Sublicensor, Sublicensee or any of their Affiliates or sublicensees, results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Eikon Sublicensee or any of its Affiliates or its or their Sublicensees, Distributors or customers sublicensees (a “Third Party Infringement Claim”), including excluding any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.44.2, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party (a) Sublicensor shall have the sole right right, but not the obligation, to defend and control the defense of any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below), using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party may participate in any such claim, suit or proceeding with respect to the Licensed Patents, the Roivant Patents and any Patents contained in, or otherwise relating to, any Sublicensor New IP or Joint New IP, and (b) Sublicensee shall have the right, but not the obligation, to defend any such claim, suit or proceeding with respect to any Patents contained in, or otherwise relating to, any Sublicensee New IP, in each case, in both the Retained Field and the Sublicensed Field, in the Territory, at the Defending Party’s sole cost, using counsel of its choice at its sole cost and expensethe Defending Party’s choice. Where a Party controls such an action, the other The non-Defending Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Defending Party, as such controlling the Defending Party may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Defending Party shall reimburse such other the non-Defending Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each The Defending Party shall keep the other non-Defending Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each The Defending Party agrees to provide the other non-Defending Party with copies of all material pleadings filed in such action and to allow the other non-Defending Party reasonable opportunity to participate in the defense of the claims. Any recoveries damages, or awards, including royalties incurred or awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 4.3 shall be applied first borne by the Defending Party. In the event that the Defending Party elects not to reimburse defend against such Third Party for its reasonable outInfringement Claims within sixty (60) days of learning of same, the non-of-pocket costs of defending Defending Party shall have the right, but not the obligation, to defend against such claiman action, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant subject in all cases to the previous sentence, with the balance assistance and cooperation provisions of any such recoveries being retained or provided to such first Partythis Section 4.3.

Infringement Claims by Third Parties. If the Exploitation manufacture, use or sale of Bulk Drug Substance and/or Drug Product results in a Licensed Product in the Territory pursuant claim against a party hereto for patent infringement or for inducing or contributing to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging patent infringement by Eikon or any of its Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party "Infringement Claim”"), including any defense or counterclaim in connection with the party first having notice of an Infringement action initiated pursuant to Section 9.4, the Party first becoming aware of such alleged infringement Claim shall promptly notify the other Party thereof in writing. As between The notice shall set forth the Partiesfacts of the Infringement Claim in reasonable detail. In the event that the sale of a Drug Product in any country necessarily involves working within the scope of a Third Party's patent, each Party shall have which would otherwise be infringed by the sole practice of a VERTEX Patent in connection with sales or manufacture of the Drug Product in that country, then VERTEX will use reasonable efforts to obtain required license under the Third Party's patents with a right to defend sublicense to SCHERING, under terms reasonably acceptable to both VERTEX and control the defense SCHERING, and VERTEX and SCHERING will each bear [***] of any financial obligation payable under such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below), using counsel of its own choicelicense; provided that (i) Impact VERTEX shall consult not be required to accept any license which carries a financial obligation which is materially in excess of the range of financial obligations customarily associated with Eikon in accordance with Section 9.4.3comparable non-exclusive licenses; and provided further, (ii) Eikon may provide instructions that VERTEX shall not be required to Impact for Impact’s defense of accept any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy license obligation with respect to the Licensed Compounds sale of a Drug Product in a particular country if its financial obligations under that license, when aggregated with any other financial obligations with respect to Net Sales of the Drug Product in such country, is greater than [***] in such country. If the terms of a required license under a Third Party patent do not meet the foregoing requirements and Licensed Products VERTEX therefore elects not to assume its share of any financial obligation, SCHERING may nonetheless elect to obtain the license, to continue sales of Drug Product in such country and (iiito pay, itself, any amounts due under such license. If SCHERING elects to pay such amounts under the circumstances stated, payments by SCHERING to VERTEX hereunder on account of Net Sales in such country shall be subject to the reduced payment rate specified in Section 6.5(a)(i) Impact shall not (A) settle hereof. If the required license is either unavailable or (B) take any its terms are unacceptable both to VERTEX and to SCHERING, then SCHERING may elect in its sole discretion to discontinue sales of the Drug Product in such country or to undertake the defense of a patent infringement action or the prosecution of a declaratory judgment action with respect to such the Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Productpatents. The non-controlling Party may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense. Where a Party controls such an action, the other Party shall, and parties shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable share [***] all out-of-pocket costs and expenses incurred in connection therewithconducting the defense of such Infringement Claims or the prosecution of such declaratory judgment actions, including the investigation and settlement thereof. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in Provided that SCHERING is conducting the defense of the claims. Any recoveries awarded to a Party in connection with any Third Party Infringement Claim defended or the prosecution of such declaratory judgment actions, VERTEX shall bear its own costs. The costs and expenses of all suits brought by a party under this Section 9.5 7.3 shall be applied first reimbursed to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings party and then to reimburse the other Party for amounts deducted party, if it participates in such suit, pro rata, out of any damages or other monetary awards recovered therein in favor of VERTEX or SCHERING. Any remaining compensatory damages shall be split between VERTEX and SCHERING as if they were Net Sales of SCHERING pursuant to the previous sentence, with terms of this Agreement. Any remaining exemplary or punitive damages shall then be split equally between VERTEX and SCHERING. No settlement or consent judgment or other voluntary final disposition of a suit under this Section 7.3 may be entered into without the balance joint consent of any such recoveries being retained or provided to such first PartyVERTEX and SCHERING (which consent shall not be unreasonably withheld).

Infringement Claims by Third Parties. If the Exploitation of a Licensed any Product in the Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Eikon a Party or any of its Affiliates or its or their Sublicensees, Distributors Sublicensees or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.49.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writingwriting and the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action and may, if appropriate agree on and enter into a “common interest agreement” wherein the Parties agree to their shared mutual interest in the outcome of such potential dispute. As Absent any agreement to the contrary and subject to claims for indemnification under Article XII, as between the Parties, each Party AzurRx shall have the sole first right and obligation to defend and control the defense of any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below)expense, using counsel of its own AzurRx’s choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party FWB may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense. If AzurRx fails to initiate and maintain the defense of, any such claim, suit or proceeding in which AzurRx is named as a defendant, within such time periods so that FWB is not prejudiced by any delays, FWB may conduct and control the defense of any such claim, suit or proceeding at FWB’s sole cost and expense. Where a Party controls such an action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time to time, in connection with its activities set forth in this SectionSection 9.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Any recoveries awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 9.4 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentenceproceedings, with the balance of any such recoveries being retained shared equally (50%/50%) by the Parties (subject however to any indemnity claim by AzurRx under Section 12.1). The Party entitled to control the defense of a claim, suit or proceeding under this Section 9.4 shall have the right to settle such claim, suit or proceeding; provided that neither Party shall have the right to settle any claim, suit or proceeding under this Section 9.4 in a manner that has a material adverse effect on the rights or interest of the other Party or in a manner that imposes any costs or liability on or involves any admission by, the other Party, without the express written consent of such first Partyother Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything contained herein to the contrary, if AzurRx defends itself against a Third Party Infringement Claim for which it is entitled to be indemnified by FWB under Section 12.1, AzurRx shall be entitled to deduct from milestone payments payable to FWB under Section 6.3 or royalties payable to FWB under Section 6.4 the amount of Losses incurred by AzurRx, its Affiliate or Sublicensees in connection with such Third Party Infringement Claim to the extent such Losses are reasonably allocable to the Third Party Claim for which FWB is obligated to indemnify AzurRx or such Affiliate or Sublicensee under Section 12.1.

Infringement Claims by Third Parties. If the Exploitation Development or Commercialization of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, in any claim, suit or proceeding by a Third Party alleging infringement by Eikon against Licensee or any of its Affiliates or its or their Sublicensees, Distributors or customers Sublicensees alleging infringement (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated by Licensee or any of its Affiliates pursuant to Section 9.46.3.2, the Party first becoming aware of such alleged infringement Licensee shall promptly notify the other Party Licensor thereof in writing. As Except as provided in Section 9.3.2, as between the Parties, each Party Licensor shall have the sole first right to defend against any such claim, suit or proceeding at its sole cost and control expense, using reputable, outside counsel mutually agreed to by the Parties, such agreement not to be unreasonably withheld, conditioned or delayed, and, with respect to any AstraZeneca Product References in connection with the defense of any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject with respect to deduction as provided below)a Licensed Patent, using counsel of its own choiceonly factual statements contained in the approved label for the AstraZeneca Product or otherwise approved by Licensor and MedImmune in writing; provided that (i) Impact Licensee shall consult respond to any request to use an AstraZeneca Product Reference in connection with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align defense within ten (10) days of receipt of such prosecution or defense with Eikon’s patenting request. Licensee and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party MedImmune may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that Licensor shall retain the right to control such claim, suit or proceeding. Where a Party controls such an action, the other Party Licensee shall, and as necessary shall cause its Affiliates to, assist and cooperate with the controlling PartyLicensor, as such controlling Party Licensor may reasonably request from time to time, in connection with its activities set forth in this SectionSection 6.4, including including, where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence evidence, and making its employees available at reasonable business hours; provided that the controlling Party Licensor shall reimburse such other Party Licensee for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party Licensor shall keep the other Party Licensee reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party Licensor agrees to provide the other Party Licensee with copies of all material pleadings filed in such action and to allow the other Party Licensee reasonable opportunity to participate in the defense of the claims. Any recoveries damages, or awards, including royalties incurred or awarded to a Party in connection with any Third Party Infringement Claim defended by Licensor under this Section 9.5 6.4 shall be applied first borne by Licensor. If Licensor or its designee does not take commercially reasonable steps to reimburse such Party for its reasonable out-of-pocket costs of defending defend against such claim, suit or proceedings proceeding within ninety (90) days following the date upon which Licensor first receives notice or otherwise learns of such Third Party Infringement Claim or, provided such date occurs after Licensor receives notice or otherwise learns of such Third Party Infringement Claim, ten (10) Business Days before the time limit, if any, set forth in Applicable Law for filing of such actions, whichever comes first, then (a) Licensor shall so notify Licensee and then (b) Licensee may defend against such Third Party Infringement Claim at its sole cost and expense. For clarity, except as provided in Section 9.3.2, as between the Parties, Licensee and its Affiliates shall have and retain the right to reimburse the other Party for amounts deducted pursuant to the previous sentencedefend against any claim, with the balance suit or proceeding brought against Licensee or any of any such recoveries being retained or provided to such first Partyits Affiliates.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Eikon Lilly or any of its Affiliates or its or their Sublicensees, Distributors distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.4‎8.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party Lilly shall have the sole right first right, but not the obligation, to defend and control the defense of any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below)expense, using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party ACI may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense. If Lilly or its designee elects (in a written communication submitted to ACI within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit or proceeding, within such time periods so that ACI is not prejudiced by any delays, ACI may conduct and control the defense of any such claim, suit or proceeding at its sole cost and expense. Where a Party controls such an action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, to such action, providing reasonable access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Any recoveries awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 ‎8.4 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Party[*****].

Infringement Claims by Third Parties. If the Exploitation Manufacture, use or Commercialization of a Licensed Molecule or Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Eikon AbbVie or any of its Galapagos (or their respective Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.4, the Party first becoming aware receiving notice of such alleged infringement claim, suit, or proceeding shall promptly notify the other Party thereof in writing. As between the Parties, each Party AbbVie shall have the sole right to defend and control the defense of any such claim, suit suit, or proceeding in such Party’s respective Territory at its sole cost and own expense (but subject except to deduction as provided belowthe extent any such cost or expense is allocable to the Galapagos Territory, in which event such cost or expense, to the extent reasonable and reasonably incurred, shall be reimbursed by Galapagos in accordance with Section 7.9), using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party Galapagos may participate in any such claim, suit suit, or proceeding with counsel of its choice at its sole cost and own expense. Where a Party controls such an actionWithout limitation of the foregoing, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time if AbbVie finds it necessary or desirable to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named join Galapagos as a necessary party to, to any such action, providing access to relevant documents Galapagos shall execute all papers and other evidence and making its employees available perform such acts as shall be reasonably required at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithAbbVie’s expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Unless otherwise set forth herein, AbbVie shall have the right to settle such claim, including by entering into a license agreement pursuant to Section 7.6; provided, that AbbVie shall not settle any litigation under this Section 7.4 in a manner that diminishes or has a material adverse effect on the rights or interest of Galapagos, or in a manner that imposes any costs (except as set forth in the immediately following proviso) or liability on, or involves any admission by, Galapagos, without Galapagos’ express written consent; provided, further, that entering into an agreement with such Third Party pursuant to Section 7.6 shall not require the consent of Galapagos. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. AbbVie shall be entitled to deduct [...***...] percent ([...***...]%) of the reasonable out-of-pocket attorney’s fees and court costs borne by AbbVie (and not reimbursed by Galapagos pursuant to Section 7.9) in defending such claim, suit, or proceeding brought by a Third Party alleging that a Molecule, Product or the Manufacturing Process (which Manufacturing Process AbbVie has not modified in any substantial part pertinent to the asserted claims in said proceeding) infringe one (1) or more Patents controlled by the Third Party. Such deduction shall be applied in a given Calendar Quarter from the sales-based milestones due to Galapagos pursuant to Section 6.4.1, and to the extent not exhausted within an [...***...] month period, may be deducted from royalties due to Galapagos pursuant to Section 6.5. Any recoveries by AbbVie of any sanctions awarded to AbbVie and against a Party in connection with any Third Party Infringement Claim party asserting a claim being defended under this Section 9.5 7.4 shall be applied as follows: such recovery shall be applied first to (i) reimburse such Party AbbVie for its reasonable out-of-pocket costs of defending such claim, suit suit, or proceedings and then to reimburse the other Party for amounts extent not deducted from sales-based milestones pursuant to the previous sentence, with and (ii) reimburse Galapagos for sales-based milestones deductions pursuant to the previous sentence. The balance of any such recoveries being shall be retained or provided to AbbVie and included in calculation of Net Sales for the relevant Product, except to the extent such first Partyrecovery is attributable to the Galapagos Territory, in which event it shall be retained by or provided to Galapagos.

Infringement Claims by Third Parties. For purposes of this Section 4.3, the Party defending any Third Party Infringement Claim shall be the “Defending Party”. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement by Sublicensor, Sublicensee or any of their Affiliates or sublicensees, results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Eikon Sublicensee or any of its Affiliates or its or their Sublicensees, Distributors or customers sublicensees (a “Third Party Infringement Claim”), including excluding any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.44.2, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party (a) Sublicensor shall have the sole right right, but not the obligation, to defend and control the defense of any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below), using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party may participate in any such claim, suit or proceeding with respect to the AstraZeneca Patents, the Licensee Patents and any Patents contained in, or otherwise relating to, any Sublicensor New IP or Joint New IP, and (b) Sublicensee shall have the right, but not the obligation, to defend any such claim, suit or proceeding with respect to any Patents contained in, or otherwise relating to, any Sublicensee New IP, in each case, in both the Retained Field and the Sublicensed Field, in the Territory, at the Defending Party’s sole cost, using counsel of its choice at its sole cost and expensethe Defending Party’s choice. Where a Party controls such an action, the other The non-Defending Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Defending Party, as such controlling the Defending Party may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Defending Party shall reimburse such other the non-Defending Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each The Defending Party shall keep the other non-Defending Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each The Defending Party agrees to provide the other non-Defending Party with copies of all material pleadings filed in such action and to allow the other non-Defending Party reasonable opportunity to participate in the defense of the claims. Any recoveries damages, or awards, including royalties incurred or awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 4.3 shall be applied first borne by the Defending Party. In the event that the Defending Party elects not to reimburse defend against such Third Party for its reasonable outInfringement Claims within sixty (60) days of learning of same, the non-of-pocket costs of defending Defending Party shall have the right, but not the obligation, to defend against such claiman action, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant subject in all cases to the previous sentence, with the balance assistance and cooperation provisions of any such recoveries being retained or provided to such first Partythis Section 4.3.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Eikon Insmed or any of its Affiliates or its or their Sublicensees, Distributors or customers Sublicensees (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.48.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party Insmed shall have the sole right to defend and control the defense of be responsible for defending any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below)expense, using counsel of its own choice; provided that (i) Impact . AstraZeneca shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim participate as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party may participate in any such claim, suit or proceeding with at Insmed’s sole cost and expense unless AstraZeneca decides to engage a counsel of its choice own, other than the counsel engaged by Insmed, at its AstraZeneca’s sole cost and expense; provided that Insmed shall retain the right to control such claim, suit or proceeding. Where a Party controls such an action, the other Party AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with the controlling PartyInsmed, as such controlling Party Insmed may reasonably request from time to time, in connection with its activities set forth in this SectionSection 8.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party Insmed shall reimburse such other Party AstraZeneca for its reasonable and verifiable actual, out-of-pocket costs and expenses incurred in connection therewith. Each Party Insmed shall keep the other Party AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party Insmed agrees to provide the other Party AstraZeneca with copies of all material pleadings filed in such action and to allow the other Party AstraZeneca reasonable opportunity to participate in the defense of the claims. Any recoveries damages, or awards, including royalties incurred or awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 8.4 shall be applied first be, subject to reimburse such Party for its reasonable out-of-pocket costs of defending such claimSection 7.4.2, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Partyborne by Insmed.

Infringement Claims by Third Parties. If the Exploitation manufacture, or Commercialization of a Licensed any Product in any country or countries of the Territory pursuant to this Agreement using the Licensed IP under Section 3.1 results in, or is reasonably expected to result in, any in a claim, suit or proceeding by a Third Party third party alleging patent infringement by Eikon against Licensor or any of its Affiliates or its Licensee (or their Sublicenseesrespective Affiliates, Distributors Sublicensees or customers Distributors, as applicable) (a “Third Party Infringement Claimeach, an“Infringement Action”), including any defense or counterclaim in connection with Licensor’s or Licensee’s opinion, is likely to become the subject of an Infringement action initiated pursuant to Section 9.4Action, the such Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof hereto in writingwriting of the existence of such Infringement Action or of its concern that such an action is imminent. As between Licensor shall defend and control the Partiesdefense of any such Infringement Action at its own expense, each Party using counsel reasonably experienced in the defense of patent infringement claims (except in the case of an Infringement Action based on Licensee Improvement, in which case Licensee shall have defend and control the sole right defense of any such Infringement Action at its own expense, using counsel reasonably experienced in the defense of patent infringement claims). Licensee may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if Licensor finds it necessary or desirable to defend join Licensee as a party to any such action, Licensee shall execute all papers and perform such acts as shall be reasonably required at Licensor’s expense. If Licensor fails to initiate and maintain the defense of any such Infringement Action within ten (10) days of notice of such action, Licensee may conduct and control the defense of any such claim, suit suit, or proceeding and Licensor shall indemnify Licensee in full for the expense of such Party’s respective Territory at its sole cost defense (except in the case of an Infringement Action based on Licensee Improvement, in which case Licensee shall defend and expense (but subject to deduction as provided below), using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s control the defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could Action at its own expense, using counsel reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product experienced in the Eikon Territory, including through any admission defense of patent infringement by such Licensed Compound or Licensed Product. The non-controlling Party may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense. Where a Party controls such an action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithclaims). Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claimsInfringement Action. Any recoveries of any sanctions awarded to Licensee or Licensor (as applicable) and against a Party in connection with any Third Party Infringement Claim party asserting a claim being defended under this Section 9.5 7.3 shall be applied as follows: such recovery shall be applied first to reimburse such reimbursing the defending Party for its reasonable out-of-pocket costs of defending such claim, suit suit, or proceedings (including reasonable attorneys’ fees, court costs and then to reimburse the other Party for amounts deducted pursuant to the previous sentenceexpenses), with the balance of any such recoveries being retained or provided divided so that 50% is remitted to such first PartyLicensor and 50% to Licensee.

Infringement Claims by Third Parties. If the Development, Manufacture, Commercialization or other Exploitation of a Licensed Compound, Product or Diagnostic Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit or proceeding by a Third Party alleging Patent infringement by Eikon a Party (or any of its Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.4, the Party (or its Patent Liaison) first becoming aware having knowledge of such alleged infringement claim, suit or proceeding shall promptly notify the other Party thereof in writing. As between BII, in consultation with the PartiesPatent Liaisons, each Party shall have the sole right first right, but not the obligation, to defend and control the defense of any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below)own expense, using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party Epizyme may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and own expense. Where a Party controls such an actionWithout limitation of the foregoing, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time if BII finds it necessary or desirable to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named join Epizyme as a necessary party to, to any such action, providing access Epizyme shall execute all papers and perform such acts as shall be reasonably required at BII’s expense. If BII elects (in a written communication submitted to relevant documents Epizyme within a reasonable amount of time after notice of the alleged Patent infringement) not to defend or control the defense of, or otherwise fails to initiate and other evidence maintain the defense of, any such claim, suit or proceeding, within such time periods so that Epizyme is not prejudiced by any delays, Epizyme, in consultation with the Patent Liaisons, may conduct and making control the defense of any such claim, suit or proceeding at its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithown expense. Each Party Party’s Patent Liaison shall keep the other Party Party’s Patent Liaison reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party agrees to Party’s Patent Liaison shall provide the other Party Party’s Patent Liaison with copies of all material pleadings filed in such action and to allow the other Party Party’s Patent Liaison a reasonable opportunity to participate in the defense of the claims. Any In case either Party desires to submit a counterclaim in such defensive action, Section 8.3 (Enforcement of Patents) applies in case such counterclaim concerns the enforcement of an Epizyme Patent, Joint Patent or BII Patent, including with respect to any recoveries awarded to realized as a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 shall be applied first to reimburse result of such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first Partycounterclaim.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement Infringement by Eikon Licensee or any of its Affiliates or its or their Sublicensees, Distributors distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.4this Clause 6.4 (Infringement Claims by Third Parties), the Party first becoming aware of such alleged infringement Infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party Licensee shall have the sole right to defend and control the defense of be responsible for defending any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below)expense, using counsel of its own Licensee's choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact for Impact’s defense of any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikon’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Product. The non-controlling Party ArQule may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that Licensee shall retain the right to Control such claim, suit or proceeding. Where a Party controls such an action, the other Party ArQule shall, and shall cause its Affiliates to, assist Assist and cooperate co-operate with the controlling PartyLicensee, as such controlling Party Licensee may reasonably request from time to time, in connection with its activities set forth in this SectionClause 6.4 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided provided, further, that the controlling Party Licensee shall reimburse such other Party ArQule for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party Licensee shall keep the other Party ArQule reasonably informed of all material developments Developments in connection with any such claim, suit or proceeding. Each Party Licensee agrees to provide the other Party ArQule with copies of all material pleadings filed in such action and to allow the other Party ArQule reasonable opportunity to participate in the defense of the claims. Any recoveries damages, or awards, including royalties incurred or awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 Clause 6.4 (Infringement Claims by Third Parties) shall be applied first borne by Licensee, subject to reimburse such Party for its reasonable out-of-pocket costs Clause 5.4(d) (Reductions) in the case of defending such claimroyalties. Notwithstanding the above, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance Licensee shall not enter into any settlement of any such recoveries being retained claim without the prior written consent of ArQule if such settlement would require ArQule to be subject to an injunction or provided to such first make any monetary payment to Licensee or any Third Party, or admit any wrongful conduct by ArQule or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patents Controlled by ArQule.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory [†] pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Eikon or any of its Affiliates Patent or its or their Sublicensees, Distributors or customers trademark rights by [†] (a “Third Party Infringement Claim”), including any in connection with a defense or counterclaim in connection with to an Infringement action initiated pursuant to Section 9.45.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, each Party [†] shall have the sole right first right, but not the obligation, to defend and control the defense of any such claimThird Party Infringement Claim, suit or proceeding in such Party’s respective Territory at its sole [†] cost and expense (but subject to deduction as provided below)expense, using counsel of its own [†] choice; provided that [†] may participate in the defense using counsel of its choice at [†] cost and expense. If [†] or its designee elects (iin a written communication submitted to [†] within a reasonable amount of time after notice of the alleged patent infringement) Impact shall consult with Eikon in accordance with Section 9.4.3not to defend or control the defense of, (ii) Eikon or otherwise fails to initiate and maintain the defense of, any such action or proceeding, [†] may provide instructions to Impact for Impact’s conduct and control the defense of any such Third Party Infringement Claim as necessary to align such prosecution action or defense with Eikon’s patenting proceeding at [†] cost and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim expense; provided that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product [†] may participate in the Eikon Territory, including through any admission defense using counsel of infringement by such Licensed Compound or Licensed Productits choice at [†] cost and expense. The non-controlling Party may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense. Where a Party controls such an action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time to time, in connection with its activities set forth in this SectionS † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION ection 5.5, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other the non-controlling Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party agrees to provide the other Party with copies of all material pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Any recoveries awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 5.5 shall be applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentenceproceedings, with the balance of any such recoveries being retained or provided to such first PartyParty and, in the case of [†] as the recovering party, included in [†].

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Eikon Licensee or any of its Affiliates or its or their Sublicensees, Distributors distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 9.46.5, the Party first becoming aware of such alleged infringement Third Party Infringement Claim shall promptly notify the other Party thereof in writing. As between the Parties, each Party Licensee shall have the sole right to defend and control the defense of any such claim, suit or proceeding in such Party’s respective Territory at its sole cost and expense (but subject to deduction as provided below), using counsel of its own choice; provided that (i) Impact shall consult with Eikon in accordance with Section 9.4.3, (ii) Eikon may provide instructions to Impact be responsible for Impact’s defense of defending any such Third Party Infringement Claim as necessary to align such prosecution or defense with Eikonat its sole cost and expense, using counsel of Licensee’s patenting and patent litigation strategy with respect to the Licensed Compounds and Licensed Products and (iii) Impact shall not (A) settle or (B) take any action with respect to such Third Party Infringement Claim that could reasonably be expected to adversely affect Eikon’s rights with respect to such Licensed Compound or Licensed Product in the Eikon Territory, including through any admission of infringement by such Licensed Compound or Licensed Productchoice. The non-controlling Party AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that Licensee shall retain the right to control such claim, suit or proceeding. Where a Party controls such an action, the other Party AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with the controlling PartyLicensee, as such controlling Party Licensee may reasonably request from time to time, in connection with its activities set forth in this SectionSection 6.6, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party Licensee shall reimburse such other Party AstraZeneca for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Each Party Licensee shall keep the other Party AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party Licensee agrees to provide the other Party AstraZeneca with copies of all material pleadings filed in such action and to allow the other Party AstraZeneca reasonable opportunity to participate in the defense of the claims. Any recoveries damages, or awards, including royalties incurred or awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.5 6.6 shall be applied first borne by Licensee provided that to reimburse the extent such Party for its reasonable out-of-pocket costs damages or awards relate to the Exploitation of defending a Licensed Compound, such claim, suit or proceedings and then amounts may be credited against any amounts payable by Licensee to reimburse the other Party for amounts deducted AstraZeneca pursuant to the previous sentence, with the balance of any such recoveries being retained or provided to such first PartySection 5.1.2.