Common use of Infringement Claims by Third Parties Clause in Contracts

Infringement Claims by Third Parties. 10.4.1. Subject to each Party’s indemnification obligations set forth in Sections 13.1 and 13.2, if the manufacture, sale, offer for sale, importation or use of a 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 infringement by either Party (or its Affiliates or, in the case of Impax, Sublicensees), such Party shall promptly notify the other Party thereof in writing. Each Party who is sued may conduct and control the defense of any such claim, suit, or proceeding brought against such Party (or its Affiliates or, in the case of Impax, Sublicensees). Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Following execution of a mutually agreeable common interest agreement, and subject to any restrictions imposed by Applicable Law or the orders or rules of any tribunal, each Party agrees to provide the other Party with copies of all pleadings filed in such action. Each Party shall assist and cooperate with the other Party as such other Party may reasonably request from time to time in connection with its activities set forth in this Section 10.4, including by providing reasonable access to relevant documents and other evidence, and making its employees available at reasonable business hours. 10.4.2. Subject to each Party’s indemnification rights and obligations, each Party shall conduct and control the defense of any claim, suit, or proceeding brought against such Party (or its Affiliates or, in the case of Impax, Sublicensees) at such Party’s own expense, provided that in the case of Impax, Impax shall have the rights set forth in Section 7.2.3 with respect to certain royalty deductions. Any recoveries by either Party of any sanctions or other recoveries awarded to such Party and against a party asserting a claim being defended under this Section 10.4 shall be applied first to reimburse the defending Party for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings. The balance of any such recoveries shall be allocated between the Parties as provided in manner consistent with Section 10.3.3. For clarity, nothing contained in this Section 10.4 is intended or shall be construed to confer on a Party a right to assert claims or counterclaims in connection with any action brought against such Party (or its Affiliates or, in the case of Impax, Sublicensees) and covered by this Section 10.4 in a manner inconsistent with Section 10.3 (which allocates to AstraZeneca the first right to enforce the AstraZeneca U.S. Patents in the Territory).

Infringement Claims by Third Parties. 10.4.1. Subject to each Party’s indemnification obligations set forth in Sections 13.1 and 13.2, if If the manufacture, sale, offer for sale, importation or use Exploitation of a Licensed Product in the Field in the Territory pursuant to this Agreement results in, or may is reasonably expected to result in, any claim, suit, suit or proceeding by a Third Party alleging patent infringement by either Party (Sanofi or any of its Affiliates or its Affiliates oror their Sublicensees, in the case of Impax, SublicenseesDistributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 8.5 the Party first becoming aware of such Party alleged infringement shall promptly notify the other Party thereof in writing. Each Party who As between the Parties, Sanofi shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit or proceeding at its sole cost and expense, using counsel of its own choice. 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 sued not prejudiced by any delays, Lexicon may conduct and control the defense of any such claim, suitsuit 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 8.7, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or proceeding brought against 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 (or shall reimburse such other Party for its Affiliates or, reasonable and verifiable out-of-pocket costs and expenses incurred in the case of Impax, Sublicensees)connection therewith. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, suit or proceeding. Following execution of a mutually agreeable common interest agreement, and subject to any restrictions imposed by Applicable Law or the orders or rules of any tribunal, each Party agrees to provide the other Party with copies of all pleadings filed in such action. Each Party shall assist and cooperate with the other Party as such other Party may reasonably request from time to time in connection with its activities set forth in this Section 10.4, including by providing reasonable access to relevant documents and other evidence, and making its employees available at reasonable business hours. 10.4.2. Subject to each Party’s indemnification rights and obligations, each Party shall conduct and control the defense of any claim, suit, or proceeding brought against such Party (or its Affiliates or, in the case of Impax, Sublicensees) at such Party’s own expense, provided that in the case of Impax, Impax shall have the rights set forth in Section 7.2.3 with respect to certain royalty deductions. Any recoveries by either Party of any sanctions or other recoveries awarded to such Party and against a party asserting a claim being defended under this Section 10.4 shall be applied first to reimburse the defending Party for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings. The balance of any such recoveries shall be allocated between the Parties as provided in manner consistent with Section 10.3.3. For clarity, nothing contained in this Section 10.4 is intended or shall be construed to confer on a Party a right to assert claims or counterclaims in connection with any action brought against such Party (or its Affiliates or, in the case of Impax, Sublicensees) and covered by this Section 10.4 in a manner inconsistent with Section 10.3 (which allocates to AstraZeneca the first right to enforce the AstraZeneca U.S. Patents in the Territory).

Infringement Claims by Third Parties. 10.4.1. Subject to each Party’s indemnification obligations set forth in Sections 13.1 and 13.2, if 6.4.1 If the manufacture, sale, offer for sale, importation Manufacture or use of a 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 [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. patent infringement by either Party (Party, its Affiliates, Sublicensees or its Affiliates or, in the case of Impax, Sublicensees)subcontractors, such Party shall promptly notify the other Party thereof in writing. Each Party who Gilead shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit, or proceeding alleging patent infringement against Gilead, its Affiliate or Sublicensee at [***] cost and expense, using counsel of its own choice. Precision may participate in any such claim, suit, or proceeding with counsel of its choice at [***] cost and expense. Without limitation of the foregoing, if Gilead finds it necessary or desirable for Precision to join Gilead as a party to any such action, the Parties shall cooperate to execute all papers and perform such acts as shall be reasonably required for Precision to join such action. If Gilead elects (in a written communication submitted to Precision 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 Precision is sued not prejudiced by any delays, Precision may conduct and control the defense of any such claim, suit, or proceeding brought against such Party (or its Affiliates or, in the case of Impax, Sublicensees)at [***] cost and expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Following execution of a mutually agreeable common interest agreement, and subject to any restrictions imposed . 6.4.2 Except as otherwise agreed by Applicable Law or the orders or rules of any tribunal, each Party agrees to provide the other Party with copies of all pleadings filed in such action. Each Party shall assist and cooperate with the other Party as such other Party may reasonably request from time to time Parties in connection with its activities set forth a cost sharing arrangement, any recovery realized as a result of such litigation described in Section 6.4 (whether by way of settlement or otherwise) shall be [***]. For avoidance of doubt, any recovery realized for infringement of any Precision Patent, Joint Collaboration Program Patents or Gilead Dual Patents shall be subject to Section 6.3.5. 6.4.3 [***]. 6.4.4 Nothing in this Section 10.4, including by providing reasonable access to relevant documents and other evidence, and making its employees available at reasonable business hours. 10.4.2. Subject to each Party’s indemnification rights and obligations, each Party shall conduct and control the defense of any claim, suit, or proceeding brought against such Party (or its Affiliates or, in the case of Impax, Sublicensees) at such Party’s own expense, provided that in the case of Impax, Impax shall have the rights set forth in Section 7.2.3 with respect to certain royalty deductions. Any recoveries by either Party of any sanctions or other recoveries awarded to such Party and against a party asserting a claim being defended under this Section 10.4 shall be applied first to reimburse the defending Party for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings. The balance of any such recoveries shall be allocated between the Parties as provided in manner consistent with Section 10.3.3. For clarity, nothing contained in this Section 10.4 is intended or 6.4 shall be construed to confer on a Party a right to assert claims limit any rights or counterclaims in connection with any action brought against such Party (or its Affiliates or, in obligations of the case of Impax, Sublicensees) and covered by this Section 10.4 in a manner inconsistent with Section 10.3 (which allocates to AstraZeneca the first right to enforce the AstraZeneca U.S. Patents in the Territory)Parties under ARTICLE 9.

Infringement Claims by Third Parties. 10.4.1. Subject to each Party’s indemnification obligations set forth in Sections 13.1 and 13.2, if If the manufacture, sale, offer for sale, importation or use of a 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 infringement by either Party VYNE (or its Affiliates or, in the case of Impax, or Sublicensees), such Party VYNE shall promptly notify the other Party In4Derm thereof in writing. Each Party who VYNE has 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. In4Derm may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if VYNE finds it necessary or desirable to join In4Derm as a party to any such action, In4Derm shall, at VYNE’s expense, execute all papers and perform such acts as reasonably required. If VYNE elects (in a written communication submitted to In4Derm 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 In4Derm is sued not prejudiced by any delays, In4Derm may conduct and control the defense of any such claim, suit, or proceeding brought against such Party (or at its Affiliates or, in the case of Impax, Sublicensees)own expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Following execution of a mutually agreeable common interest agreement, and subject to any restrictions imposed by Applicable Law or the orders or rules of any tribunal, each Party agrees to provide the other Party with copies of all pleadings filed in such action. Each Party shall assist and cooperate with the other Party as such other Party may reasonably request from time to time in connection with its activities set forth in this Section 10.4, including by providing reasonable access to relevant documents and other evidence, and making its employees available at reasonable business hours. 10.4.2. Subject to each Party’s indemnification rights and obligations, each Party shall conduct and control the defense of any claim, suit, or proceeding brought against such Party (or its Affiliates or, in the case of Impax, Sublicensees) at such Party’s own expense, provided that in the case of Impax, Impax shall have the rights set forth in Section 7.2.3 with respect to certain royalty deductions. Any recoveries by either Party VYNE of any sanctions or other recoveries awarded to such Party VYNE and against a party asserting a claim being defended under this Section 10.4 9.4 shall be applied first to reimburse the defending each Party for its reasonable out-of-pocket costs of defending or participating in such claim, suit, or proceedings, on a pro rata basis. The balance of any such recoveries shall be allocated between the Parties as retained by, or provided in manner consistent with Section 10.3.3. For clarityto, nothing contained in this Section 10.4 is intended or shall be construed to confer on a Party a right to assert claims or counterclaims in connection with any action brought against such Party (or its Affiliates or, VYNE and included in the case calculation of Impax, Sublicensees) and covered by this Net Sales for the relevant Product for the purposes of calculating amounts payable to In4Derm under Section 10.4 in a manner inconsistent with Section 10.3 (which allocates to AstraZeneca the first right to enforce the AstraZeneca U.S. Patents in the Territory)8.3.

Infringement Claims by Third Parties. 10.4.1. Subject to each Party’s indemnification obligations set forth in Sections 13.1 and 13.2, if If the manufacture, sale, offer for sale, importation or use Exploitation of a Licensed Product in the Field in the Territory pursuant to this Agreement results in, or may is reasonably expected to result in, any claim, suit, suit or proceeding by a Third Party alleging patent infringement by either Party (Xxxxx or any of its Affiliates or its Affiliates oror their Sublicensees, in the case of Impax, Sublicenseesdistributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section ‎8.3, the Party first becoming aware of such Party alleged infringement shall promptly notify the other Party thereof in writing. Each Party who As between the Parties, Xxxxx shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit or proceeding at its sole cost and expense, using counsel of its own choice. 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 sued not prejudiced by any delays, ACI may conduct and control the defense of any such claim, suit, suit or proceeding brought against at its sole cost and expense. Where a Party controls such an action, the other Party (or shall, and shall cause its Affiliates orto, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time to time, in the case of Impaxconnection with its activities set forth in this Section, Sublicensees)including where necessary, being named as a necessary party to such action, providing reasonable access to relevant documents and other evidence and making its employees available at reasonable business hours. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, suit or proceeding. Following execution of a mutually agreeable common interest agreement, and subject to any restrictions imposed by Applicable Law or the orders or rules of any tribunal, each Each Party agrees to provide the other Party with copies of all material pleadings filed in such action. Each Party shall assist action and cooperate with to allow the other Party as such other reasonable opportunity to participate in the defense of the claims. Any recoveries awarded to a Party may reasonably request from time to time in connection with its activities set forth in this Section 10.4, including by providing reasonable access to relevant documents and other evidence, and making its employees available at reasonable business hours. 10.4.2. Subject to each Party’s indemnification rights and obligations, each any Third Party shall conduct and control the defense of any claim, suit, or proceeding brought against such Party (or its Affiliates or, in the case of Impax, Sublicensees) at such Party’s own expense, provided that in the case of Impax, Impax shall have the rights set forth in Section 7.2.3 with respect to certain royalty deductions. Any recoveries by either Party of any sanctions or other recoveries awarded to such Party and against a party asserting a claim being Infringement Claim defended under this Section 10.4 ‎8.4 shall be applied first to reimburse the defending Party for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings. The balance of any such recoveries shall be allocated between the Parties as provided in manner consistent with Section 10.3.3. For clarity, nothing contained in this Section 10.4 is intended or shall be construed to confer on a Party a right to assert claims or counterclaims in connection with any action brought against such Party (or its Affiliates or, in the case of Impax, Sublicensees) and covered by this Section 10.4 in a manner inconsistent with Section 10.3 (which allocates to AstraZeneca the first right to enforce the AstraZeneca U.S. Patents in the Territory)[*****].

Infringement Claims by Third Parties. 10.4.1. Subject to each Party’s indemnification obligations set forth in Sections 13.1 and 13.2, if If the manufacture, sale, offer for sale, importation or use Exploitation of a Licensed Product in the Field in the Territory pursuant to this Agreement results in, or may is reasonably expected to result in, any claim, suit, suit or proceeding by a Third Party alleging patent infringement by either Party (Lilly or any of its Affiliates or its Affiliates oror their Sublicensees, in the case of Impax, Sublicenseesdistributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section ‎8.3, the Party first becoming aware of such Party alleged infringement shall promptly notify the other Party thereof in writing. Each Party who As between the Parties, Lilly shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit or proceeding at its sole cost and expense, using counsel of its own choice. 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 sued not prejudiced by any delays, ACI may conduct and control the defense of any such claim, suit, suit or proceeding brought against at its sole cost and expense. Where a Party controls such an action, the other Party (or shall, and shall cause its Affiliates orto, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time to time, in the case of Impaxconnection with its activities set forth in this Section, Sublicensees)including where necessary, being named as a necessary party to such action, providing reasonable access to relevant documents and other evidence and making its employees available at reasonable business hours. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, suit or proceeding. Following execution of a mutually agreeable common interest agreement, and subject to any restrictions imposed by Applicable Law or the orders or rules of any tribunal, each Each Party agrees to provide the other Party with copies of all material pleadings filed in such action. Each Party shall assist action and cooperate with to allow the other Party as such other reasonable opportunity to participate in the defense of the claims. Any recoveries awarded to a Party may reasonably request from time to time in connection with its activities set forth in this Section 10.4, including by providing reasonable access to relevant documents and other evidence, and making its employees available at reasonable business hours. 10.4.2. Subject to each Party’s indemnification rights and obligations, each any Third Party shall conduct and control the defense of any claim, suit, or proceeding brought against such Party (or its Affiliates or, in the case of Impax, Sublicensees) at such Party’s own expense, provided that in the case of Impax, Impax shall have the rights set forth in Section 7.2.3 with respect to certain royalty deductions. Any recoveries by either Party of any sanctions or other recoveries awarded to such Party and against a party asserting a claim being Infringement Claim defended under this Section 10.4 ‎8.4 shall be applied first to reimburse the defending Party for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings. The balance of any such recoveries shall be allocated between the Parties as provided in manner consistent with Section 10.3.3. For clarity, nothing contained in this Section 10.4 is intended or shall be construed to confer on a Party a right to assert claims or counterclaims in connection with any action brought against such Party (or its Affiliates or, in the case of Impax, Sublicensees) and covered by this Section 10.4 in a manner inconsistent with Section 10.3 (which allocates to AstraZeneca the first right to enforce the AstraZeneca U.S. Patents in the Territory)[*****].

Infringement Claims by Third Parties. 10.4.1. Subject to each Party’s indemnification obligations set forth in Sections 13.1 and 13.2, if If the manufacture, sale, offer for sale, importation or use Exploitation of a Licensed Compound or Licensed Product in the Field in the Territory pursuant to this Agreement results in, or may is reasonably expected to result in, any claim, suit, suit or proceeding by a Third Party alleging patent infringement by either a Party (or any of its Affiliates or its Affiliates oror their (sub)licensees/Sublicensees, in the case of Impax, Sublicenseesdistributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an enforcement action initiated pursuant to Section ‎9.4, the Party first becoming aware of such alleged Third Party Infringement Claim shall promptly notify the other Party thereof in writing. Each As between the Parties, (a) prior to the Option Effective Date, ACI shall have the first right, but not the obligation, to defend and control the defense of (including to settle) any such Third Party who is sued Infringement Claim at its sole cost and expense (but subject to Article ‎12), using counsel of its own choice, and (b) from and after the Option Effective Date, Takeda shall have the first right, but not the obligation, to defend and control the defense of (including to settle) any such Third Party Infringement Claim at its sole cost and expense (but subject to Section ‎8.6 and Article ‎12), using counsel of its own choice; provided that ACI shall provide written notice to, and discuss with, Takeda prior to settling or compromising any such Third Party Infringement Claim and shall consider any comments provided by Takeda in good faith. In each case, the non-controlling Party may participate in any such Third Party Infringement Claim with counsel of its choice at its sole cost and expense; provided that the controlling Party shall retain control of such Third Party Infringement Claim. If the controlling Party or its designee elects (in a written communication submitted to the non-controlling Party within a reasonable amount of time after notice of the alleged Third Party Infringement Claim) not to defend or control the defense of such Third Party Infringement Claim, the non-controlling Party may conduct and control the defense of any such claim, suit, or proceeding brought against such Third Party (or Infringement Claim at its Affiliates orsole cost and expense; provided that, in the case of ImpaxACI as the initial non-controlling Party, Sublicensees)ACI shall obtain the written consent of Takeda prior to settling or compromising any such Third Party Infringement Claim. Where either Party controls such an action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with such Party, as such Party may reasonably request from time to time, in connection with its activities set forth in this Section ‎9.6, including furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing reasonable access to relevant records, documents (including laboratory notebooks) and other evidence and making inventors and other of its employees reasonably available at reasonable business hours; provided that the controlling Party shall reimburse the other Party for its reasonable and verifiable Out-of-Pocket Costs incurred in connection therewith. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, suit or proceeding. Following execution of a mutually agreeable common interest agreement, and subject to any restrictions imposed by Applicable Law or the orders or rules of any tribunal, each Party agrees to provide the other Party with copies of all pleadings filed in such action. Each Party shall assist and cooperate with the other Party as such other Party may reasonably request from time to time in connection with its activities set forth Nothing in this Section 10.4, including by providing reasonable access to relevant documents and other evidence, and making its employees available at reasonable business hours. 10.4.2. Subject to each Party’s ‎9.6 will limit any indemnification rights and obligations, each Party shall conduct and control the defense or obligations of any claim, suit, or proceeding brought against such Party (or its Affiliates or, in the case of Impax, Sublicensees) at such Party’s own expense, provided that in the case of Impax, Impax shall have the rights set forth in Section 7.2.3 with respect to certain royalty deductions. Any recoveries by either Party of any sanctions or other recoveries awarded to such Party and against a party asserting a claim being defended under this Section 10.4 shall be applied first to reimburse the defending Party for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings. The balance of any such recoveries shall be allocated between the Parties as provided in manner consistent with Section 10.3.3. For clarity, nothing contained in this Section 10.4 is intended or shall be construed to confer on a Party a right to assert claims or counterclaims in connection with any action brought against such Party (or its Affiliates or, in the case of Impax, Sublicensees) and covered by this Section 10.4 in a manner inconsistent with Section 10.3 (which allocates to AstraZeneca the first right to enforce the AstraZeneca U.S. Patents in the Territory)under Article ‎12.

Infringement Claims by Third Parties. 10.4.1. Subject to each Party’s indemnification obligations set forth in Sections 13.1 and 13.2, if If the manufacture, sale, offer for sale, importation or use of a 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 infringement by either Party VYNE (or its Affiliates or, in the case of Impax, or Sublicensees), such Party VYNE shall promptly notify the other Party Tay thereof in writing. Each Party who VYNE has 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. Tay may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if VYNE finds it necessary or desirable to join Tay as a party to any such action, Tay shall, at VYNE’s expense, execute all papers and perform such acts as reasonably required. If VYNE elects (in a written communication submitted to Tay 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 Tay is sued not prejudiced by any delays, Tay may conduct and control the defense of any such claim, suit, or proceeding brought against such Party (or at its Affiliates or, in the case of Impax, Sublicensees)own expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Following execution of a mutually agreeable common interest agreement, and subject to any restrictions imposed by Applicable Law or the orders or rules of any tribunal, each Party agrees to provide the other Party with copies of all pleadings filed in such action. Each Party shall assist and cooperate with the other Party as such other Party may reasonably request from time to time in connection with its activities set forth in this Section 10.4, including by providing reasonable access to relevant documents and other evidence, and making its employees available at reasonable business hours. 10.4.2. Subject to each Party’s indemnification rights and obligations, each Party shall conduct and control the defense of any claim, suit, or proceeding brought against such Party (or its Affiliates or, in the case of Impax, Sublicensees) at such Party’s own expense, provided that in the case of Impax, Impax shall have the rights set forth in Section 7.2.3 with respect to certain royalty deductions. Any recoveries by either Party VYNE of any sanctions or other recoveries awarded to such Party VYNE and against a party asserting a claim being defended under this Section 10.4 9.4 shall be applied first to reimburse the defending each Party for its reasonable out-of-pocket costs of defending or participating in such claim, suit, or proceedings, on a pro rata basis. The balance of any such recoveries shall be allocated between the Parties as retained by, or provided in manner consistent with Section 10.3.3. For clarityto, nothing contained in this Section 10.4 is intended or shall be construed to confer on a Party a right to assert claims or counterclaims in connection with any action brought against such Party (or its Affiliates or, VYNE and included in the case calculation of Impax, Sublicensees) and covered by this Net Sales for the relevant Product for the purposes of calculating amounts payable to Tay under Section 10.4 in a manner inconsistent with Section 10.3 (which allocates to AstraZeneca the first right to enforce the AstraZeneca U.S. Patents in the Territory)8.3.

Infringement Claims by Third Parties. 10.4.1. Subject to each Party’s indemnification obligations set forth in Sections 13.1 and 13.2, if If the manufacture, sale, offer for sale, importation or use Exploitation of a Licensed Product in the Field in the Territory pursuant to this Agreement results in, or may is reasonably expected to result in, any claim, suit, suit or proceeding by a Third Party alleging patent infringement by either Party (Licensee or any of its Affiliates or its Affiliates or, in the case of Impax, Sublicenseesor their Sublicensees (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3, the Party first becoming aware of such Party alleged infringement shall promptly notify the other Party thereof in writing. Each Party who As between the Parties, Licensee shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit or proceeding at its sole cost and expense, using counsel of Licensee’s own choice. 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 sued not prejudiced by any delays, RVL may conduct and control the defense of any such claim, suitsuit 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 6.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or proceeding brought against 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 (or shall reimburse such other Party for its Affiliates or, reasonable and verifiable out-of-pocket costs and expenses incurred in the case of Impax, Sublicensees)connection therewith. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, suit or proceeding. Following execution of a mutually agreeable common interest agreement, and subject to any restrictions imposed by Applicable Law or the orders or rules of any tribunal, each Each Party agrees to provide the other Party with copies of all material pleadings filed in such action. Each Party shall assist action and cooperate with to allow the other Party as such other reasonable opportunity to participate in the defense of the claims. Any recoveries awarded to a Party may reasonably request from time to time in connection with its activities set forth in this Section 10.4, including by providing reasonable access to relevant documents and other evidence, and making its employees available at reasonable business hours. 10.4.2. Subject to each Party’s indemnification rights and obligations, each any Third Party shall conduct and control the defense of any claim, suit, or proceeding brought against such Party (or its Affiliates or, in the case of Impax, Sublicensees) at such Party’s own expense, provided that in the case of Impax, Impax shall have the rights set forth in Section 7.2.3 with respect to certain royalty deductions. Any recoveries by either Party of any sanctions or other recoveries awarded to such Party and against a party asserting a claim being Infringement Claim defended under this Section 10.4 6.4 shall be applied first to reimburse the defending such Party for its reasonable out-of-pocket costs of defending such claim, suitsuit or proceeding, or proceedings. The with the balance of any such recoveries shall be allocated between the Parties as being retained or provided in manner consistent with Section 10.3.3. For clarity, nothing contained in this Section 10.4 is intended or shall be construed to confer on a Party a right to assert claims or counterclaims in connection with any action brought against such Party (or its Affiliates orand, in the case of ImpaxLicensee, Sublicensees) and covered by this Section 10.4 in a manner inconsistent with Section 10.3 (which allocates to AstraZeneca the first right to enforce the AstraZeneca U.S. Patents included in the Territory)calculation of Net Sales for the relevant Licensed Product.

Infringement Claims by Third Parties. 10.4.1. Subject to each Party’s indemnification obligations set forth in Sections 13.1 and 13.2, if If the manufacture, sale, offer for sale, importation sale or use of a Licensed Compound or Licensed Product in the Field in the Territory pursuant to this Agreement results in, or may result in, any claim, suit, suit or proceeding by a Third Party alleging patent infringement by either a Party (or its Affiliates or, in the case of Impax, SublicenseesAffiliates), such Party shall promptly notify the other Party thereof in writing. Each Such Party who 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 (but subject to deduction as provided below), using counsel of its own choice. The other Party may participate in any such claim, suit or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if such Party finds it necessary or desirable to join the other Party as a party to any such action, the other Party shall execute all papers and perform such acts as shall be reasonably required at such Party’s expense. If such Party elects (in a written communication submitted to the other Party 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 or maintain the defense of, any such claim, suit or proceeding, within such time periods so that the other Party is sued not prejudiced by any delays, the other Party may conduct and control the defense of any such claim, suit, suit or proceeding brought against such Party (or at its Affiliates or, in the case of Impax, Sublicensees)own expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, suit or proceeding. Following execution of a mutually agreeable common interest agreement, and subject to any restrictions imposed by Applicable Law or the orders or rules of any tribunal, each Party agrees to provide the other Party with copies of all pleadings filed in such action. Each Party AbbVie shall assist and cooperate with the other Party as such other Party may reasonably request from time to time in connection with its activities set forth in this Section 10.4, including by providing reasonable access to relevant documents and other evidence, and making its employees available at reasonable business hours. 10.4.2. Subject to each Party’s indemnification rights and obligations, each Party shall conduct and control the defense of any claim, suit, or proceeding brought against such Party (or its Affiliates or, in the case of Impax, Sublicensees) at such Party’s own expense, provided that in the case of Impax, Impax shall have the rights set forth in Section 7.2.3 with respect to certain royalty deductionsbe [†]. Any recoveries by either a Party of any sanctions or other recoveries awarded to such Party and against a party asserting a claim being defended under this Section 10.4 7.4 (Infringement Claims by Third Parties) shall be applied as follows: such recovery shall be applied first to (a) reimburse the defending such Party for its reasonable out-of-pocket costs of defending such claim, suitsuit or proceeding [†], or proceedingsand (b) [†]. The balance of any such recoveries shall be allocated between retained or provided to AbbVie and included in calculation of Net Sales for the Parties as provided in manner consistent with Section 10.3.3. For clarity, nothing contained in this Section 10.4 is intended or shall be construed to confer on a Party a right to assert claims or counterclaims in connection with any action brought against such Party (or its Affiliates or, in the case of Impax, Sublicensees) and covered by this Section 10.4 in a manner inconsistent with Section 10.3 (which allocates to AstraZeneca the first right to enforce the AstraZeneca U.S. Patents in the Territory)relevant Licensed Product.