Common use of Infringement Claims by Third Parties Clause in Contracts

Infringement Claims by Third Parties. If the manufacture, sale, or use of a Discovery Construct or Licensed Product in the Territory pursuant to this Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by AbbVie (or its Affiliates or Sublicensees), AbbVie shall promptly notify Harpoon thereof in writing. AbbVie shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit, or proceeding at its own expense, using counsel of its own choice. Harpoon may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if AbbVie finds it necessary or desirable to join Harpoon as a party to any such action, 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 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 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 control the defense of any such claim, suit, or proceeding at its own expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. [***] under this Section 8.4 shall be [***]

Infringement Claims by Third Parties. If the manufacture, sale, Development or use Commercialization of the Licensed Compound or a Discovery Construct or Licensed Product in the Field in the Territory pursuant to this Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent Patent infringement by AbbVie Licensee (or its Affiliates or SublicenseesAffiliates), AbbVie Licensee shall promptly notify Harpoon Licensor thereof in writing. AbbVie Subject to the remainder of this Section 9.4 and Section 12.2, Licensee (or its Affiliates) shall have the first right, but not the obligation, 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, Third Party’s Patent through the Development or proceeding Commercialization of the Licensed Product in the Field in the Territory. If necessary and at its own Licensee’s expense, using counsel of its own choice. Harpoon may participate Licensor will reasonably assist and cooperate with Licensee in any such claim, suit, or proceeding with counsel of its choice at its own expensedefense. Without limitation of the foregoing, if AbbVie finds it necessary or desirable to join Harpoon as a party to any such action, 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 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 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 control the defense of any such claim, suit, or proceeding at its own expense. Each Party Licensee shall keep the other Party Licensor reasonably informed of all material developments in connection with any such claim, suit, or proceeding, including by providing Licensor with copies of all pleadings filed in such action. [***] under Licensor shall have the right to (a) assume the defense of any claims that name Licensor or its Affiliates (and Licensee shall assist and cooperate in any such defense) or (b) participate in the defense of the claims in actions defended by Licensee. 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 action described in this Section 8.4 shall be [***]9.4.

Infringement Claims by Third Parties. If the manufacture, sale, Development or use Commercialization of the Licensed Compound or a Discovery Construct or Licensed Product in the Field in the Territory pursuant to this Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent Patent infringement by AbbVie Licensee (or its Affiliates or SublicenseesAffiliates), AbbVie Licensee shall promptly notify Harpoon Licensor thereof in writing. AbbVie Subject to the remainder of this Section 9.4 and Section 12.2, Licensee (or its Affiliates) shall have the first right, but not the obligation, 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, Third Party’s Patent through the Development or proceeding Commercialization of the Licensed Product in the Field in the Territory. If necessary and at its own Licensee’s expense, using counsel of its own choice. Harpoon may participate Licensor will reasonably assist and cooperate with Licensee in any such claim, suit, or proceeding with counsel of its choice at its own expensedefense. Without limitation of the foregoing, if AbbVie finds it necessary or desirable to join Harpoon as a party to any such action, 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 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 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 control the defense of any such claim, suit, or proceeding at its own expense. Each Party Licensee shall keep the other Party Licensor reasonably informed of all material developments in connection with any such claim, suit, or proceeding, including by providing Licensor with copies of all pleadings filed in such action. [***] under Licensor shall have the right to (a) assume the defense of any claims that name Licensor or its Affiliates (and Licensee shall assist ​ ​ and cooperate in any such defense) or (b) participate in the defense of the claims in actions defended by Licensee. 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 action described in this Section 8.4 shall be [***]9.4.

Infringement Claims by Third Parties. If the manufacture, sale, or use of a Discovery T-Cell Receptor Construct or Licensed Product in the Territory pursuant to this Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by AbbVie (or its Affiliates or Sublicensees), AbbVie shall promptly notify Harpoon Licensor thereof in writing. AbbVie shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit, or proceeding at its own expense, using counsel of its own choice. Harpoon Licensor may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if AbbVie finds it necessary or desirable to join Harpoon Licensor as a party to any such action, Harpoon Licensor 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 Harpoon 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 maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Harpoon Licensor is not prejudiced by any delays, Harpoon Licensor may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. [***] under this Section 8.4 shall be [***]] [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.