Common use of Infringement Claims by Third Parties Clause in Contracts

Infringement Claims by Third Parties. 11.5.1 If the Exploitation of a Licensed Product 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 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 11.4.2, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. 11.5.2 Notwithstanding Section 14.3, as between the Parties, (a) except with respect to I-Mab’s obligations provided in the following clause (b), AbbVie shall defend and control the defense of any Third Party Infringement Claim at its sole cost and expense, using counsel of its own choice and (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 its or their activities in the I-Mab Territory, at its sole cost and expense, using counsel of its own choice; provided that (i) each Party’s defense or settlement of any such Third Party Infringement Claim in its Territory shall be consistent with the terms of this Agreement, and (ii) each Party shall not admit infringement of such Licensed Product, without the other Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The other Party may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense if permitted under Applicable Law. 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 Section 11.5, including 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 Out-of-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. For clarity, the defense of a Third Party Infringement Claim 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 Infringement Claim.

Infringement Claims by Third Parties. 11.5.1 If the Exploitation of a Licensed Product [**] 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 a Party or any of its Affiliates or its or their (sub)licensees/Sublicensees, Distributors distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement enforcement action initiated pursuant to Section 11.4.29.4, the Party first becoming aware of such alleged infringement Third Party Infringement Claim shall promptly notify the other Party thereof in writing. 11.5.2 Notwithstanding Section 14.3, as . As between the Parties, (a) except with respect prior to I-Mab’s obligations provided in the following clause (b)Continuation Date, AbbVie Xxxxx shall have the sole 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, using counsel of its own choice and expense (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 but subject to its or their activities in the I-Mab Territory, at its sole cost and expenseArticle 12), using counsel of its own choice; provided that Xxxxx shall obtain the written consent of Gilead prior to settling or compromising any such Third Party Infringement Claim. As between the Parties, from and after the Continuation Date, Gilead shall have the sole right, but not the obligation, to defend and control the defense of (iincluding to settle) each Party’s defense or settlement of any such Third Party Infringement Claim in at its Territory shall be consistent with sole cost and expense (but subject to Section 8.7 and Article 12), using counsel of its own choice. In each case, the terms of this Agreement, and (ii) each Party shall not admit infringement of such Licensed Product, without the other Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The other non-controlling Party may participate in any such claim, suit or proceeding Third Party Infringement Claim with counsel of its choice at its sole cost and expense if permitted under Applicable Lawexpense; provided that the controlling Party shall retain control of such Third Party Infringement Claim. If Where a Party controls such an action, after the Continuation Date, 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 11.59.6, including 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 records, documents (including laboratory notebooks) and other evidence and making inventors and other of 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 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. For clarity, the defense Nothing in this Section 9.6 will limit any indemnification rights or obligations of a Third Party Infringement Claim 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 Infringement Claimunder Article 12.

Infringement Claims by Third Parties. 11.5.1 If 23.1 During and after the Exploitation Term of a Licensed Product pursuant this agreement, subject always to this Agreement results inclause 23.2 and the IP Waiver Letter, KBI shall indemnify and keep indemnified the PMI Indemnitees from and against any and all damages, losses, liabilities, costs and expenses (including reasonable legal and professional fees and costs, and costs and expenses of any Recall and mitigating action) suffered or is reasonably expected to result in, any claim, suit incurred by the PMI Indemnitees arising out of or proceeding by a Third Party alleging infringement by 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 11.4.2, any Claim that any Product or KBI Packaging made in accordance with this agreement and/or the Party first becoming aware exercise of such alleged infringement shall promptly notify the other Party thereof Licensed Rights in writing. 11.5.2 Notwithstanding Section 14.3, as between the Parties, (a) except with respect to I-Mab’s obligations provided in the following clause (b), AbbVie shall defend and control the defense of any Third Party Infringement Claim at its sole cost and expense, using counsel of its own choice and (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 its or their activities in the I-Mab Territory, at its sole cost and expense, using counsel of its own choice; provided that (i) each Party’s defense or settlement of any such Third Party Infringement Claim in its Territory shall be consistent accordance with the terms of this Agreementagreement infringes, and misuses or misappropriates any third party’s IPR, save to the extent such Claim results from use of any PMI Background IP or results from a Manufacturing Defect (“IP Claim”). 23.2 KBI shall not be liable under this agreement for infringement, misuse or misappropriation of: (a) [***]; or (b) certain specific third party IPR in a particular Market where: (i) [***]; and (ii) each [***] [***]. 23.3 For the avoidance of doubt, KBI’s liability for infringement, misuse or misappropriation of third party IPR shall only be excluded by virtue of clause 23.2 with respect to the specific third party IPR and Market identified by KBI under clauses 23.2(b)(i)(A) and (if applicable) 23.2(b)(i)(B) and not any other third party IPR or Market. 23.4 Each party shall notify the other as soon as reasonably practicable of any IP Claim brought by a Third Party against it and/or any of its Affiliates, any opposition to any of the Licensed IPR, any claim that any of the Licensed IPR is invalid, and any other form of attack, charge or claim to which the Licensed IPR may be subject (together, an “Infringement Claim”). 23.5 In respect of any Infringement Claim brought against a PMI Indemnitee, Bidi or KBI and/or any of their respective Affiliates: (a) PMI shall have the exclusive right, exercisable at its sole discretion, to control the conduct of such Infringement Claim, including any counterclaim to, and defence and settlement of, save that, to the extent the Infringement Claim relates to the Licensed IPR: (i) KBI shall have a right to actively consult on such Infringement Claim and PMI shall take KBI’s reasonable views into account, provided that PMI shall have the final decision-making authority in relation to such Infringement Claim, and where KBI requests in writing information relating to the Infringement Claim for such purpose (including reasonably regular updates and material draft pleadings relating to the defence in advance), PMI shall not admit infringement unreasonably withhold or condition the provision of such Licensed Productinformation, provided such information is not legally privileged and/or its provision would not breach any duty of confidence owed by the PMI Indemnitees; (ii) KBI shall have the right to appoint its own counsel at its own cost to advise KBI in relation to and to participate in (but not control) the Infringement Claim proceedings initiated and conducted by PMI and shall ensure that its counsel cooperates closely with PMI’s counsel in relation to such Infringement Claim, provided that PMI shall have the final decision-making authority in relation to such Infringement Claim; and (iii) PMI shall not, without the other Party’s prior written consent of KBI (which such consent shall not to be unreasonably withheld, conditioned withheld or delayed). The other Party may participate in ): (i) make any such claim, suit or proceeding with counsel of its choice at its sole cost and expense if permitted under Applicable Law. 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 Section 11.5, including 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 admission that the controlling Party shall reimburse such other Party for its reasonable and verifiable Out-of-Pocket Costs incurred Product or Licensed IPR in connection therewithissue infringes the IPR asserted by the third party; provided, further, that neither Party shall take any action in, or settle, any Third Party Infringement Claim under this Section 11.5.2 in (ii) conclude a manner that is inconsistent with settlement where the terms of this Agreement such settlement require a payment to the third party that would be met by KBI under the indemnity in clause 23; or imposes (iii) take any Out-of-Pocket Costs decision to appeal or liability on not to appeal a relevant judgment against KBI or involves its Affiliates, or the Products; (b) each of PMI and KBI shall act in good faith with one another in defending and settling such Infringement Claim; (c) KBI shall not make any admission by of liability, agreement or compromise in relation to the other Party Infringement Claim without the prior written consent of PMI other than to PMI; and (d) KBI shall, at its own cost, provide technical and such other Party forms of assistance (which consent shall not be unreasonably withheldincluding access to its premises and its officers, conditioned directors, employees, agents, representatives or delayed). Each Party shall keep advisers, and to any relevant assets, accounts, documents and records within the other Party reasonably informed power or control of all material developments KBI and/or its Affiliates and becoming a named party in connection with any such claim, suit or proceeding. For clarity, proceedings) as are necessary to assist PMI in relation to the defense of a Third Party Infringement Claim includes filing a declaratory judgement actionand shall ensure that its counsel cooperates closely with PMI’s counsel in relation to such Infringement Claim, a revocation or nullity action, a postprovided that PMI shall have the final decision-grant proceeding or any challenge making authority in the applicable court or patent authority against a Patent of a Third Party involved in relation to such Third Party Infringement Claim. 23.6 Each party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of this clause 23.

Infringement Claims by Third Parties. 11.5.1 If the manufacture, sale, use or other Exploitation 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 by a Third Party alleging infringement by a Party AbbVie 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 enforcement action initiated pursuant to Section 11.4.27.5, the Party first becoming aware of such alleged infringement Third Party Infringement Claim shall promptly [****] notify the other Party thereof in writing. 11.5.2 Notwithstanding Section 14.3, as . As between the Parties, (a) except with respect to I-Mab’s obligations provided AbbVie shall have the [****] right in the following clause (b)United States and the [****] right in the OUS Territory, AbbVie shall but, in either case, 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 7.8.4 and Article 10), using counsel of its own choice. Licensor may participate in any such Third Party Infringement Claim with counsel of its choice at its sole cost and expense; provided that AbbVie shall retain control of such Third Party Infringement Claim. If AbbVie or its designee does not take [****] reasonable steps to defend or control the defense of any such Third Party Infringement Claim in the United States (a) within [****] following the first notice provided above with respect to the Third Party Infringement Claim or (b) provided such date occurs after the first such notice of the Third Party Infringement Claim is provided, [****] before the time limit, if any, set forth in appropriate laws and regulations for filing of such actions, whichever comes first, then Licensor, with the prior approval of [****] (not to be unreasonably withheld, delayed or conditioned), may defend or control the defense of any such Third Party Infringement Claim at its sole cost and expense, using counsel of its own choice and (b) I-Mab shall defend and control . The Party defending or controlling the defense of any Third Party Infringement Claim brought against I-Mab or any of its Affiliates or Sublicensees related to its or their activities in the I-Mab Territory, at its sole cost and expense, using counsel of its own choice; provided that (i) each Party’s defense or settlement of any such Third Party Infringement Claim in its Territory shall be consistent with the terms of this Agreement, and (ii) each Party shall not admit infringement of such Licensed Product, without keep the other Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Party [****] informed of all material developments in connection with any Third Party Infringement Claim. The other Party may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense if permitted under Applicable Law. If a Party controls such an action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the Party defending or controlling Partythe defense of any such Third Party Infringement Claim, as such controlling Party may reasonably [****] request from time to time, in connection with its activities set forth in this Section 11.57.7, including 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 records, documents (including laboratory notebooks) and other evidence and making inventors and other of its employees available at reasonable business hours; provided that the Party defending or controlling the defense of any such Third Party Infringement Claim shall reimburse such the other Party for its reasonable and verifiable Out-of-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 therewith (which consent shall not be unreasonably withheldreimbursement, 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. For for clarity, the defense of shall constitute a Third Party Infringement Claim includes filing a declaratory judgement action, a revocation Payment). Nothing in this Section 7.7 will limit any indemnification rights or nullity action, a post-grant proceeding or any challenge in the applicable court or patent authority against a Patent obligations of a Third Party involved in such Third Party Infringement Claimunder Article 10.

Infringement Claims by Third Parties. 11.5.1 If the Exploitation of a Licensed Product [†] 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 a Party 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 11.4.25.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. 11.5.2 Notwithstanding Section 14.3, as . As between the Parties, (a) except with respect [†] shall have the first right, but not the obligation, to I-Mab’s obligations provided in the following clause (b), AbbVie shall defend and control the defense of any such Third Party Infringement Claim Claim, at its sole [†] cost and expense, using counsel of [†] choice; provided that [†] may participate in the defense using counsel of its own choice at [†] cost and expense. If [†] or its designee elects (bin a written communication submitted to [†] within a reasonable amount of time after notice of the alleged patent infringement) I-Mab shall not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such action or proceeding, [†] may conduct and control the defense of any Third Party Infringement Claim brought against I-Mab such action or any of its Affiliates or Sublicensees related to its or their activities in the I-Mab Territory, proceeding at its sole [†] cost and expense, using counsel of its own choice; provided that (i) each Party’s defense or settlement of any such Third Party Infringement Claim in its Territory shall be consistent with the terms of this Agreement, and (ii) each Party shall not admit infringement of such Licensed Product, without the other Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The other Party [†] may participate in any such claim, suit or proceeding with the defense using counsel of its choice at its sole [†] cost and expense if permitted under Applicable Lawexpense. If a The non-controlling 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 11.5S † 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 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 the non-controlling Party for its reasonable and verifiable Outout-of-Pocket Costs pocket costs incurred in connection therewith; provided, further, that neither . Any recoveries awarded to a Party shall take any action in, or settle, in connection with any Third Party Infringement Claim defended under this Section 11.5.2 in a manner that is inconsistent with the terms of this Agreement or imposes any Out5.5 shall be applied first to reimburse such Party for its reasonable out-of-Pocket Costs or liability on or involves any admission by the other Party without the prior written consent pocket costs 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 defending such claim, suit or proceeding. For clarityproceedings, with the defense balance of a Third any such recoveries being retained or provided to such Party Infringement Claim includes filing a declaratory judgement actionand, a revocation or nullity action, a post-grant proceeding or any challenge in the applicable court or patent authority against a Patent case of a Third Party involved [†] as the recovering party, included in such Third Party Infringement Claim[†].

Infringement Claims by Third Parties. 11.5.1 (a) If the Exploitation of a Licensed Product carrying out any duties and obligations pursuant to this Agreement or conducting any activities contemplated under this Agreement results in, or is reasonably expected to result in, any claim, suit suit, action or proceeding by a Third Party alleging infringement by a Party of such Third Party’s patent or any of its Affiliates or its or their Sublicensees, Distributors or customers other Intellectual Property Rights (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement infringement action initiated pursuant to Section 11.4.26.5, the Party first becoming aware of such alleged infringement Third Party Infringement Claim shall promptly notify the other Party thereof in writing. 11.5.2 Notwithstanding Section 14.3, as . As between the Parties, (a) except with respect and to I-Mab’s obligations provided in the following clause (b)extent the Third Party Infringement Claim [***], AbbVie ONCORUS shall have the first right, but not the obligation, to defend and control the defense of any such Third Party Infringement Claim at its sole cost and expense, using counsel of its own choice and (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 its or their activities in the I-Mab Territory, at its sole cost and expense[***], using counsel of its own choice; provided that (i) each Party’s . NOF may participate in the defense or settlement of any such Third Party Infringement Claim in its Territory shall be consistent with the terms of this Agreement, and (ii) each Party shall not admit infringement of such Licensed Product, without the other Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The other Party may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense if permitted under Applicable Lawexpense. If ONCORUS or its designee elects (in a written communication submitted to NOF within a reasonable amount of time after notice of the alleged Third Party Infringement Claim) not to defend or control the defense of, or otherwise fails to timely initiate and maintain the defense of, any such Third Party Infringement Claim, then [***], NOF may conduct and control the defense of any such claim, suit or proceeding [***]. (b) If the Third Party Infringement Claim [***], NOF shall have the first right, but not the obligation, to defend and control the defense of any such Third Party Infringement Claim [***], using counsel of its own choice. ONCORUS may participate in any such Third Party Infringement Claim with counsel of its choice [***]. If NOF or its designee elects (in a written communication submitted to ONCORUS within a reasonable amount of time after notice of the alleged Third Party Infringement Claim) not to defend or control the defense of, or otherwise fails to timely initiate and maintain the defense of, any such Third Party Infringement Claim, ONCORUS may conduct and control the defense of any such claim, suit or proceeding [***]. (c) Where a Party controls such an actiona Third Party Infringement Claim, the other Party shall, and shall cause its Affiliates Affiliates, Sublicensees and employees to, assist and cooperate with the controlling PartyParty [***], as such controlling Party may reasonably request from time to timetime and to the extent permissible under Applicable Law (including court rules) and dispute resolution practices in the relevant jurisdiction, in connection with its activities set forth in this Section 11.56.6, including if including, where necessary, furnishing a power of attorney solely for such purpose or of joining in, or being named as a necessary party to, such actiona Third Party Infringement Claim, providing access to relevant documents and other evidence and making its employees available at for interview during reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable Out-of-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 claimThird Party Infringement Claim. Each Party agrees to provide the other Party with copies of all material pleadings, suit briefs, exhibits and other materials filed in a suit, action or proceeding. For clarity, the defense of a proceeding involving such Third Party Infringement Claim includes filing and to provide the other Party with a declaratory judgement action, a revocation or nullity action, a post-grant proceeding or any challenge reasonable opportunity to participate in the applicable court or patent authority against a Patent defense of a Third Party involved in such any Third Party Infringement Claim. Any recoveries awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 6.6(c) shall be [***].

Infringement Claims by Third Parties. 11.5.1 If the Exploitation of a Licensed Compound or 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 a Party or any of its Affiliates or its or their (sub)licensees/Sublicensees, Distributors distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement enforcement action initiated pursuant to Section 11.4.2‎9.4, the Party first becoming aware of such alleged infringement Third Party Infringement Claim shall promptly notify the other Party thereof in writing. 11.5.2 Notwithstanding Section 14.3, as . As between the Parties, (a) except with respect prior to I-Mab’s obligations provided in the following clause (b)Option Effective Date, AbbVie ACI 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 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 such Third Party Infringement Claim at its sole cost and expense; provided that, using counsel of its own choice and (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 its or their activities in the Icase of ACI as the initial non-Mab Territorycontrolling Party, at its sole cost and expense, using counsel ACI shall obtain the written consent of its own choice; provided that (i) each Party’s defense Takeda prior to settling or settlement of compromising any such Third Party Infringement Claim in its Territory shall be consistent with the terms of this Agreement, and (ii) each Party shall not admit infringement of such Licensed Product, without the other Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Claim. The other Party may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense if permitted under Applicable Law. If a Where either Party controls such an action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling such Party, as such controlling Party may reasonably request from time to time, in connection with its activities set forth in this Section 11.5‎9.6, including 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 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 such the other Party for its reasonable and verifiable Out-of-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. For clarity, the defense Nothing in this Section ‎9.6 will limit any indemnification rights or obligations of a Third Party Infringement Claim 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 Infringement Claimunder Article ‎12.

Infringement Claims by Third Parties. 11.5.1 If 23.5.1 Each Party shall promptly notify the Exploitation other Party in writing of any allegation by a Licensed Third Party in the Territory that any Compound and/or Product development, Commercialization (including import or export) or manufacturing activities conducted by the Parties pursuant to this Agreement results in, infringe or is reasonably expected to result in, any claim, suit misappropriate or proceeding by a may infringe or misappropriate the Intellectual Property Rights in the Territory of such Third Party alleging infringement by 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 11.4.2, the . The Parties shall discuss which Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. 11.5.2 Notwithstanding Section 14.3, as between the Parties, (a) except with respect to I-Mab’s obligations provided in the following clause (b), AbbVie shall defend the Third Party Infringement Claim, and absent mutual agreement otherwise, each Party shall have the right to control the defense of any Third Party Infringement Claim at its sole cost and expense, using counsel of its own choice and (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 its or their activities in the I-Mab Territory, at its sole cost and expense, using counsel of its own choice; provided that (i) each Party’s defense or settlement of any such Third Party Infringement Claim in its Territory shall be consistent with the terms of this Agreementbrought against it, and (ii) each Party shall not admit infringement of such Licensed Product, without the other Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The other Party may participate in any such claim, suit or proceeding with by counsel of its choice at its sole cost and expense if permitted under Applicable Lawown choice. 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 Section 11.5, including 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 Out-of-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 brought against one Party (the terms of this Agreement or imposes any Out-of-Pocket Costs or liability on or involves any admission by “Defending Party”) but not the other Party, the non-Defending Party without shall have the prior written consent right, at its own expense, to be represented in such Third Party Infringement Claim by counsel of such other Party (which consent shall not be unreasonably withheld, conditioned or delayed). its own choice. 23.5.2 Each Defending Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, Third Party Infringement Claim. Each Defending Party agrees to provide the other Party with copies of all pleadings filed in any suit or proceedingproceeding relating to such Third Party Infringement Claim. For clarityThe Defending Party may enter into a settlement or compromise of any Third Party Infringement Claim, provided that, if such settlement or compromise would admit Liability on the part of the non-Defending Party or any of its Affiliates or would otherwise have a material adverse effect on the rights or interests of the non-Defending Party or its Affiliates, the defense Defending Party shall not enter into such settlement or compromise without the prior written consent of the non-Defending Party. 23.5.3 If a Third Party Infringement Claim is brought against both Parties, or initially against one Party and the other Party is subsequently joined to the Proceedings, all out-of-pocket expenses incurred by each Defending Party in defending such Third Party Infringement Claim in the Territory (including outside counsel fees), and all amounts payable by either Defending Party as a judgment based on such Third Party Infringement Claim or in settlement of such Third Party Infringement Claim (excluding payments pursuant to any Third Party License, which is governed by Section 23.6), shall be paid for by the Parties as follows: [**] by ARIAD SWISSCO and [**] by ARIAD US. 23.5.4 If a Third Party Infringement Claim is brought against only one Defending Party and the other Party is not subsequently joined to the Proceedings, all out-of-pocket expenses incurred by such Defending Party in defending such Third Party Infringement Claim in the Territory (including outside counsel fees), and all amounts payable by such Defending Party as a judgment based on such Third Party Infringement Claim or in settlement of such Third Party Infringement Claim (excluding payments pursuant to any Third Party License, which is governed by Section 23.6), shall be [**]. 23.5.5 Any recovery by a Party of any sanctions or other amounts awarded to such Party against a Third Party asserting a Third Party Infringement Claim shall be applied in the same manner as recoveries in an action as set forth in Section 23.4.5. 23.5.6 If a Defending Party elects to enter into an agreement with a Third Party to obtain a license under such Third Party’s Intellectual Property Rights (“Third Party License”) in settlement of a Third Party Infringement Claim 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 asserted by such Third Party Infringement ClaimParty, the provisions of Section 23.6 shall apply.

Infringement Claims by Third Parties. 11.5.1 If 23.5.1 Each Party shall promptly notify the Exploitation other Party in writing of any allegation by a Licensed Third Party in the Territory that any Compound and/or Product development, Commercialization (including import or export) or manufacturing activities conducted by the Parties pursuant to this Agreement results in, infringe or is reasonably expected to result in, any claim, suit misappropriate or proceeding by a may infringe or misappropriate the Intellectual Property Rights in the Territory of such Third Party alleging infringement by 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 11.4.2, the . The Parties shall discuss which Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. 11.5.2 Notwithstanding Section 14.3, as between the Parties, (a) except with respect to I-Mab’s obligations provided in the following clause (b), AbbVie shall defend the Third Party Infringement Claim, and absent mutual agreement otherwise, each Party shall have the right to control the defense of any Third Party Infringement Claim at its sole cost and expense, using counsel of its own choice and (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 its or their activities in the I-Mab Territory, at its sole cost and expense, using counsel of its own choice; provided that (i) each Party’s defense or settlement of any such Third Party Infringement Claim in its Territory shall be consistent with the terms of this Agreementbrought against it, and (ii) each Party shall not admit infringement of such Licensed Product, without the other Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The other Party may participate in any such claim, suit or proceeding with by counsel of its choice at its sole cost and expense if permitted under Applicable Lawown choice. 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 Section 11.5, including 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 Out-of-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 brought against one Party (the terms of this Agreement or imposes any Out-of-Pocket Costs or liability on or involves any admission by “Defending Party”) but not the other Party, the non-Defending Party without shall have the prior written consent right, at its own expense, to be represented in such Third Party Infringement Claim by counsel of such other Party (which consent shall not be unreasonably withheld, conditioned or delayed). its own choice. 23.5.2 Each Defending Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, Third Party Infringement Claim. Each Defending Party agrees to provide the other Party with copies of all pleadings filed in any suit or proceedingproceeding relating to such Third Party Infringement Claim. For clarityThe Defending Party may enter into a settlement or compromise of any Third Party Infringement Claim, provided that, if such settlement or compromise would admit Liability on the part of the non-Defending Party or any of its Affiliates or would otherwise have a material adverse effect on the rights or interests of the non-Defending Party or its Affiliates, the defense Defending Party shall not enter into such settlement or compromise without the prior written consent of the non-Defending Party. 23.5.3 If a Third Party Infringement Claim is brought against both Parties, or initially against one Party and the other Party is subsequently joined to the Proceedings, all out-of-pocket expenses incurred by each Defending Party in defending such Third Party Infringement Claim in the Territory (including outside counsel fees), and all amounts payable by either Defending Party as a judgment based on such Third Party Infringement Claim or in settlement of such Third Party Infringement Claim (excluding payments pursuant to any Third Party License, which is governed by Section 23.6), shall be paid for by the Parties as follows: [**] by ARIAD SWISSCO and [**] by ARIAD US. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 23.5.4 If a Third Party Infringement Claim is brought against only one Defending Party and the other Party is not subsequently joined to the Proceedings, all out-of-pocket expenses incurred by such Defending Party in defending such Third Party Infringement Claim in the Territory (including outside counsel fees), and all amounts payable by such Defending Party as a judgment based on such Third Party Infringement Claim or in settlement of such Third Party Infringement Claim (excluding payments pursuant to any Third Party License, which is governed by Section 23.6), shall be [**]. 23.5.5 Any recovery by a Party of any sanctions or other amounts awarded to such Party against a Third Party asserting a Third Party Infringement Claim shall be applied in the same manner as recoveries in an action as set forth in Section 23.4.5. 23.5.6 If a Defending Party elects to enter into an agreement with a Third Party to obtain a license under such Third Party’s Intellectual Property Rights (“Third Party License”) in settlement of a Third Party Infringement Claim 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 asserted by such Third Party Infringement ClaimParty, the provisions of Section 23.6 shall apply.

Infringement Claims by Third Parties. 11.5.1 If 23.5.1 Each Party shall promptly notify the Exploitation other Party in writing of any allegation by a Licensed Third Party in the Territory that any Compound and/or Product development, Commercialization (including import or export) or manufacturing activities conducted by the Parties pursuant to this Agreement results in, infringe or is reasonably expected to result in, any claim, suit misappropriate or proceeding by a may infringe or misappropriate the Intellectual Property Rights in the Territory of such Third Party alleging infringement by 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 11.4.2, the . The Parties shall discuss which Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. 11.5.2 Notwithstanding Section 14.3, as between the Parties, (a) except with respect to I-Mab’s obligations provided in the following clause (b), AbbVie shall defend the Third Party Infringement Claim, and absent mutual agreement otherwise, each Party shall have the right to control the defense of any Third Party Infringement Claim at its sole cost and expense, using counsel of its own choice and (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 its or their activities in the I-Mab Territory, at its sole cost and expense, using counsel of its own choice; provided that (i) each Party’s defense or settlement of any such Third Party Infringement Claim in its Territory shall be consistent with the terms of this Agreementbrought against it, and (ii) each Party shall not admit infringement of such Licensed Product, without the other Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The other Party may participate in any such claim, suit or proceeding with by counsel of its choice at its sole cost and expense if permitted under Applicable Lawown choice. 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 Section 11.5, including 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 Out-of-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 brought against one Party (the terms of this Agreement or imposes any Out-of-Pocket Costs or liability on or involves any admission by “Defending Party”) but not the other Party, the non-Defending Party without shall have the prior written consent right, at its own expense, to be represented in such Third Party Infringement Claim by counsel of such other Party (which consent shall not be unreasonably withheld, conditioned or delayed). its own choice. 23.5.2 Each Defending Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, Third Party Infringement Claim. Each Defending Party agrees to provide the other Party with copies of all pleadings filed in any suit or proceedingproceeding relating to such Third Party Infringement Claim. For clarityThe Defending Party may enter into a settlement or compromise of any Third Party Infringement Claim, provided that, if such settlement or compromise would admit Liability on the part of the non-Defending Party or any of its Affiliates or would otherwise have a material adverse effect on the rights or interests of the non-Defending Party or its Affiliates, the defense Defending Party shall not enter into such settlement or compromise without the prior written consent of the non-Defending Party. 23.5.3 If a Third Party Infringement Claim is brought against both Parties, or initially against one Party and the other Party is subsequently joined to the Proceedings, all out-of-pocket expenses incurred by each Defending Party in defending such Third Party Infringement Claim in the Territory (including outside counsel fees), and all amounts payable by either Defending Party as a judgment based on such Third Party Infringement Claim or in settlement of such Third Party Infringement Claim (excluding payments pursuant to any Third Party License, which is governed by Section 23.6), shall be paid for by the Parties as follows: [***] by ARIAD SWISSCO and [***] by ARIAD US. 23.5.4 If a Third Party Infringement Claim is brought against only one Defending Party and the other Party is not subsequently joined to the Proceedings, all out-of-pocket expenses incurred by such Defending Party in defending such Third Party Infringement Claim in the Territory (including outside counsel fees), and all amounts payable by such Defending Party as a judgment based on such Third Party Infringement Claim or in settlement of such Third Party Infringement Claim (excluding payments pursuant to any Third Party License, which is governed by Section 23.6), shall be [***]. 23.5.5 Any recovery by a Party of any sanctions or other amounts awarded to such Party against a Third Party asserting a Third Party Infringement Claim shall be applied in the same manner as recoveries in an action as set forth in Section 23.4.5. 23.5.6 If a Defending Party elects to enter into an agreement with a Third Party to obtain a license under such Third Party’s Intellectual Property Rights (“Third Party License”) in settlement of a Third Party Infringement Claim 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 asserted by such Third Party Infringement ClaimParty, the provisions of Section 23.6 shall apply.