Common use of Infringement of Third Party Rights in the Territory Clause in Contracts

Infringement of Third Party Rights in the Territory. (a) If any Licensed Product Commercialized by or on behalf of Sanuwave becomes the subject of a Third Party claim or assertion of infringement of such Third Party’s intellectual property, including any Patent, issued in the Territory, Sanuwave shall promptly notify Celularity and the Parties shall negotiate in good faith and agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. Subject to Sections 2.4 and 12.5, Celularity shall have the right, but not the obligation, to defend any such infringement claim, provided that all costs and expenses relating to, and arising from, the defense of any such infringement claim shall be divided equally between the Parties. Sanuwave shall provide all reasonable assistance to Celularity and reasonably cooperate in the defense of any such action. At each quarterly JSC meeting, Celularity shall provide to Sanuwave an update on the status and defense of such infringement claim during the previous calendar quarter and any other information with respect thereto as reasonably requested by Sanuwave. (b) Celularity shall not settle or consent to judgment of any infringement claim without the prior written consent of Sanuwave, such consent not to be unreasonably delayed, conditioned, or withheld; provided, however, that if such settlement or consent to judgment does not impose any liability on, or materially affect the rights or obligations of, Sanuwave, Celularity shall have the right to settle such claim or consent to judgment (e.g., a monetary liability that is fully satisfied by Celularity on behalf of Sanuwave). In the event the Parties cannot reach consensus within five (5) Business Days after they have met and attempted to reach consensus regarding settlement of any such infringement claim (an “Infringement Dispute”), the settlement of such Infringement Dispute shall be referred to the JSC for resolution; provided, however, that the provisions of Section 3.1(c)(ii) shall not apply with respect to that particular matter and the Parties’ resolution thereof.

Infringement of Third Party Rights in the Territory. (a) If any Licensed Product Commercialized used or sold by Allergan, its Affiliates or on behalf of Sanuwave sublicensees becomes the subject of a Third Party Party’s claim or assertion of infringement of such Third Party’s intellectual property, including any Patent, issued in a Patent granted by a jurisdiction within the Territory, Sanuwave Allergan shall promptly notify Celularity Molecular Partners and the Parties shall negotiate in good faith and agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. Subject to Sections 2.4 and 12.5, Celularity Allergan shall have the right, but not the obligation, to defend any such infringement claim, provided that all costs and expenses relating to, and arising from, be solely responsible for the defense of any such infringement claim shall be divided equally between the Parties. Sanuwave shall provide all reasonable assistance to Celularity and reasonably cooperate in the defense of any such action. At each quarterly JSC meetingclaims, Celularity provided that Allergan shall provide to Sanuwave an update on Molecular Partners the ability to join ***Certain confidential information contained in this document, marked with 3 asterisks (***), has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended such action, at Molecular Partners’ request and expense, to pursue such action in which a patent asserted by a Party under this Section 9.7 claims or covers the composition of matter (including the nucleic acid or amino acid sequence), use or sale of the Initial Licensed Compounds or the manufacture of the Licensed Compounds using the process employed by Molecular Partners as of the Effective Date (any such patent, a “Subject Patent”). To the extent directly related to the Subject Patent, Allergan shall keep Molecular Partners regularly informed of the status and defense progress of any action to the extent involving a Subject Patent, shall reasonably consider Molecular Partners’ comments on any such action with respect to such Subject Patent, and shall seek consent of Molecular Partners in any important aspects of such infringement claim during the previous calendar quarter and any other information action with respect to such Subject Patent, including determination of litigation strategy and filing of material papers to the competent court, which consent shall not be unreasonably withheld or delayed. In addition, Allergan shall provide Molecular Partners with drafts of all material papers to be filed with the court to the extent directly related to the Subject Patent and shall in good faith incorporate all reasonable comments thereto as reasonably requested by Sanuwave. (bMolecular Partners before filing such papers. In connection with any settlement agreement or court order, made in accordance with the provisions of Section 8.5(b) Celularity for a Subject Patent, ***. Allergan shall not settle any claim, suit or consent action under this Section 9.7 to judgment of any infringement claim the extent involving a Subject Patent without the prior written consent of SanuwaveMolecular Partners, such consent not to be unreasonably withheld, delayed, or conditioned, or withheld; provided, however, that if such settlement or consent to judgment does not impose any liability on, or materially affect the rights or obligations of, Sanuwave, Celularity shall have the right to settle such claim or consent to judgment (e.g., a monetary liability that is fully satisfied by Celularity on behalf of Sanuwave). In the event the Parties cannot reach consensus within five (5) Business Days after they have met and attempted to reach consensus regarding settlement of any such infringement claim (an “Infringement Dispute”), the settlement of such Infringement Dispute shall be referred to the JSC for resolution; provided, however, that the provisions of Section 3.1(c)(ii) shall not apply with respect to that particular matter and the Parties’ resolution thereof.

Infringement of Third Party Rights in the Territory. (a) If any Licensed Compound or Licensed Product Commercialized used or sold by Amgen, its Affiliates or on behalf of Sanuwave sublicensees becomes the subject of a Third Party Party’s claim or assertion of infringement of such Third Party’s intellectual property, including any Patent, issued in a Patent granted by a jurisdiction within the Territory, Sanuwave Amgen shall promptly notify Celularity Arrowhead and the Parties shall negotiate in good faith and agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. Subject to Sections 2.4 and 12.5, Celularity Amgen shall have the right, but not the obligation, to defend any such infringement claim, provided that all costs and expenses relating to, and arising from, be solely responsible for the defense of any such infringement claim shall be divided equally between the Parties. Sanuwave claims, provided that Amgen shall provide to Arrowhead the ability to join such action, at Arrowhead’s request and expense, to pursue such action in which a patent asserted by a Third Party under this Section 9.6, claims (a) the composition of matter or use, sale, offer for sale, or importation in any and all reasonable assistance to Celularity and reasonably cooperate in fields of any Licensed Compound or Licensed Product or (b) the defense manufacture of any such actionLicensed Compound or Licensed Product using the process employed by Arrowhead as of the Effective Date (any such patent, “Subject Patent”). At each quarterly JSC meetingTo the extent directly related to the Subject Patent, Celularity Amgen shall provide to Sanuwave an update on keep Arrowhead regularly informed of the status and defense of such infringement claim during the previous calendar quarter and any other information with respect thereto as reasonably requested by Sanuwave. (b) Celularity shall not settle or consent to judgment progress of any infringement claim without action to the prior written consent of Sanuwaveextent involving a Subject Patent, such consent not to be unreasonably delayed, conditioned, or withheld; provided, however, that if such settlement or consent to judgment does not impose any liability on, or materially affect the rights or obligations of, Sanuwave, Celularity shall have the right to settle such claim or consent to judgment (e.g., a monetary liability that is fully satisfied by Celularity reasonably consider Arrowhead’s comments on behalf of Sanuwave). In the event the Parties cannot reach consensus within five (5) Business Days after they have met and attempted to reach consensus regarding settlement of any such infringement claim (an “Infringement Dispute”), the settlement of such Infringement Dispute shall be referred to the JSC for resolution; provided, however, that the provisions of Section 3.1(c)(ii) shall not apply action with respect to that particular matter such Subject Patent, including determination of litigation strategy and filing of material papers to the Parties’ resolution thereofcompetent court. In addition, Amgen shall provide Arrowhead with drafts of all material papers to be filed with the court to the extent directly related to the Subject Patent and shall in good faith incorporate all reasonable comments thereto by Arrowhead before filing such papers.

Infringement of Third Party Rights in the Territory. (a) If any Licensed Product Commercialized by or on behalf of Sanuwave Alliqua becomes the subject of a Third Party claim or assertion of infringement of such Third Party’s intellectual property, including any Patent, issued in the Territory, Sanuwave Alliqua shall promptly notify Celularity CCT and the Parties shall negotiate in good faith and agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. Subject to Sections 2.4 and 12.5, Celularity CCT shall have the right, but not the obligation, to defend any such infringement claim, provided that all costs and expenses relating to, and arising from, the defense of any such infringement claim shall be divided equally between the Parties[***]. Sanuwave Alliqua shall provide all reasonable assistance to Celularity CCT and reasonably cooperate in the defense of any such action. At each quarterly JSC meeting, Celularity CCT shall provide to Sanuwave Alliqua an update on the status and defense of such infringement claim during the previous calendar quarter and any other information with respect thereto as reasonably requested by SanuwaveAlliqua. (b) Celularity CCT shall not settle or consent to judgment of any infringement claim without the prior written consent of SanuwaveAlliqua, such consent not to be unreasonably delayed, conditioned, or withheld; provided, however, that if such settlement or consent to judgment does not impose any liability on, or materially affect the rights or obligations of, SanuwaveAlliqua, Celularity CCT shall have the right to settle such claim or consent to judgment (e.g., a monetary liability that is fully satisfied by Celularity CCT on behalf of SanuwaveAlliqua). In the event the Parties cannot reach consensus within five (5) Business Days after they have met and attempted to reach consensus regarding settlement of any such infringement claim (an “Infringement Dispute”), the settlement of such Infringement Dispute shall be referred to the JSC for resolution; provided, however, that the provisions of Section 3.1(c)(ii) shall not apply with respect to that particular matter and the Parties’ resolution thereof.

Infringement of Third Party Rights in the Territory. (a) If any Licensed Product Commercialized used or sold by Allergan, its Affiliates or on behalf of Sanuwave sublicensees becomes the subject of a Third Party Party’s claim or assertion of infringement of such Third Party’s intellectual property, including any Patent, issued in a Patent granted by a jurisdiction within the Territory, Sanuwave Allergan shall promptly notify Celularity Molecular Partners and the Parties shall negotiate in good faith and agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. Subject to Sections 2.4 and 12.5, Celularity Allergan shall have the right, but not the obligation, to defend any such infringement claim, provided that all costs and expenses relating to, and arising from, be solely responsible for the defense of any such infringement claim shall be divided equally between the Parties. Sanuwave claims, provided that Allergan shall provide all reasonable assistance to Celularity Molecular Partners the ability to join such action, at Molecular Partners’ request and reasonably cooperate expense, to pursue such action in which a patent asserted by a Party under this Section 10.6, but excluding any Excluded IP, claims or covers (a) the composition of matter (including the nucleic or amino acid sequence) or use, sale, offer for sale, or importation in the defense Field of any Initial DARPin or (b) the manufacture of any such actionInitial DARPin using the process employed by Molecular Partners as of the Effective Date, except to the extent that such Patents or Information claim or cover the binding of an Initial DARPin to Collaboration Targets (other than [***]) or the inhibition of a Collaboration Target (other than [***]) (any such patent, excluding in each case a patent in the Excluded IP, a “Subject Patent”). At each quarterly JSC meetingTo the extent directly related to the Subject Patent, Celularity Allergan shall provide to Sanuwave an update on keep Molecular Partners regularly informed of the status and defense progress of any action to the extent involving a Subject Patent, shall reasonably consider Molecular Partners’ comments on any such action with respect to such Subject Patent, and shall seek consent of Molecular Partners in any important aspects of such infringement claim during the previous calendar quarter and any other information action with respect to such Subject Patent, including determination of litigation strategy and filing of material papers to the competent court, which consent shall not be unreasonably withheld or delayed. In addition, Allergan shall provide Molecular Partners with drafts of all material papers to be filed with the court to the extent directly related to the Subject Patent and shall in good faith incorporate all reasonable comments thereto as reasonably requested by Sanuwave. (bMolecular Partners before filing such papers. In connection with any settlement agreement or court order, made in accordance with the provisions of Section 9.7(b) Celularity for a Subject Patent, [***]. Allergan shall not settle any claim, suit or consent action under this Section 10.6 to judgment of the extent involving a Subject Patent (excluding, in each case, any infringement claim Excluded IP) without the prior written consent of SanuwaveMolecular Partners, such consent not to be unreasonably withheld, delayed, or conditioned, or withheld; provided, however, that if such settlement or consent to judgment does not impose any liability on, or materially affect the rights or obligations of, Sanuwave, Celularity shall have the right to settle such claim or consent to judgment (e.g., a monetary liability that is fully satisfied by Celularity on behalf of Sanuwave). In the event the Parties cannot reach consensus within five (5) Business Days after they have met and attempted to reach consensus regarding settlement of any such infringement claim (an “Infringement Dispute”), the settlement of such Infringement Dispute shall be referred to the JSC for resolution; provided, however, that the provisions of Section 3.1(c)(ii) shall not apply with respect to that particular matter and the Parties’ resolution thereof.

Infringement of Third Party Rights in the Territory. (a) If any Licensed Product Commercialized by or on behalf of Sanuwave Alliqua becomes the subject of a Third Party claim or assertion of infringement of such Third Party’s intellectual property, including any Patent, issued in the Territory, Sanuwave Alliqua shall promptly notify Celularity CCT and the Parties shall negotiate in good faith and agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. Subject to Sections 2.4 and 12.5, Celularity CCT shall have the right, but not the obligation, to defend any such infringement claim, provided that [****] all costs and expenses relating to, and arising from, the defense of any such infringement claim shall be divided equally between the Parties[****]. Sanuwave Alliqua shall provide all reasonable assistance to Celularity CCT and reasonably cooperate in the defense of any such action. At each quarterly JSC meeting, Celularity CCT shall provide to Sanuwave Alliqua an update on the status and defense of such infringement claim during the previous calendar quarter and any other information with respect thereto as reasonably requested by SanuwaveAlliqua. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. (b) Celularity CCT shall not settle or consent to judgment of any infringement claim without the prior written consent of SanuwaveAlliqua, such consent not to be unreasonably delayed, conditioned, or withheld; provided, however, that if such settlement or consent to judgment does not impose any liability on, or materially affect the rights or obligations of, SanuwaveAlliqua, Celularity CCT shall have the right to settle such claim or consent to judgment (e.g., a monetary liability that is fully satisfied by Celularity CCT on behalf of SanuwaveAlliqua). In the event the Parties cannot reach consensus within five (5) Business Days after they have met and attempted to reach consensus regarding settlement of any such infringement claim (an “Infringement Dispute”), the settlement of such Infringement Dispute shall be referred to the JSC for resolution; provided, however, that the provisions of Section 3.1(c)(ii) shall not apply with respect to that particular matter and the Parties’ resolution thereof.

Infringement of Third Party Rights in the Territory. (a) If any Licensed Compound or Licensed Product Commercialized used or sold by Amgen, its Affiliates or on behalf of Sanuwave sublicensees becomes the subject of a Third Party Party’s claim or assertion of infringement of such Third Party’s intellectual property, including any Patent, issued in a Patent granted by a jurisdiction within the Territory, Sanuwave Amgen shall promptly notify Celularity Arrowhead and the Parties shall negotiate in good faith and agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. Subject to Sections 2.4 and 12.5, Celularity Amgen shall have the right, but not the obligation, to defend any such infringement claim, provided that all costs and expenses relating to, and arising from, be solely responsible for the defense of any such infringement claim shall be divided equally between the Parties. Sanuwave claims, provided that Amgen shall provide to Arrowhead the ability to join such action, at Arrowhead’s request and expense, to pursue such action in which a patent asserted by a Third Party under this Section 10.6, claims (a) the composition of matter or use, sale, offer for sale, or importation in any and all reasonable assistance to Celularity and reasonably cooperate in fields of any Licensed Compound or Licensed Product or (b) the defense manufacture of any such actionLicensed Compound or Licensed Product using the process employed by Arrowhead as of the Effective Date (any such patent, “Subject Patent”). At each quarterly JSC meetingTo the extent directly related to the Subject Patent, Celularity Amgen shall provide to Sanuwave an update on keep Arrowhead regularly informed of the status and defense of such infringement claim during the previous calendar quarter and any other information with respect thereto as reasonably requested by Sanuwave. (b) Celularity shall not settle or consent to judgment progress of any infringement claim without action to the prior written consent of Sanuwaveextent involving a Subject Patent, such consent not to be unreasonably delayed, conditioned, or withheld; provided, however, that if such settlement or consent to judgment does not impose any liability on, or materially affect the rights or obligations of, Sanuwave, Celularity shall have the right to settle such claim or consent to judgment (e.g., a monetary liability that is fully satisfied by Celularity reasonably consider Arrowhead’s comments on behalf of Sanuwave). In the event the Parties cannot reach consensus within five (5) Business Days after they have met and attempted to reach consensus regarding settlement of any such infringement claim (an “Infringement Dispute”), the settlement of such Infringement Dispute shall be referred to the JSC for resolution; provided, however, that the provisions of Section 3.1(c)(ii) shall not apply action with respect to that particular matter such Subject Patent, including determination of litigation strategy and filing of material papers to the Parties’ resolution thereofcompetent court. In addition, Amgen shall provide Arrowhead with drafts of all material papers to be filed with the court to the extent directly related to the Subject Patent and shall in good faith incorporate all reasonable comments thereto by Arrowhead before filing such papers.

Infringement of Third Party Rights in the Territory. (a) If any Licensed Product Commercialized by or on behalf of Sanuwave Alliqua becomes the subject of a Third Party claim or assertion of infringement of such Third Party’s intellectual property, including any Patent, issued in the Territory, Sanuwave Alliqua shall promptly notify Celularity CCT and the Parties shall negotiate in good faith and agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. Subject to Sections 2.4 and 12.5, Celularity CCT shall have the right, but not the obligation, to defend any such infringement claim, provided that [***] all costs and expenses relating to, and arising from, the defense of any such infringement claim shall be divided equally between the Parties[***]. Sanuwave Alliqua shall provide all reasonable assistance to Celularity CCT and reasonably cooperate in the defense of any such action. At each quarterly JSC meeting, Celularity CCT shall provide to Sanuwave Alliqua an update on the status and defense of such infringement claim during the previous calendar quarter and any other information with respect thereto as reasonably requested by SanuwaveAlliqua. (b) Celularity CCT shall not settle or consent to judgment of any infringement claim without the prior written consent of SanuwaveAlliqua, such consent not to be unreasonably delayed, conditioned, or withheld; provided, however, that if such settlement or consent to judgment does not impose any liability on, or materially affect the rights or obligations of, SanuwaveAlliqua, Celularity CCT shall have the right to settle such claim or consent to judgment (e.g., a monetary liability that is fully satisfied by Celularity CCT on behalf of SanuwaveAlliqua). In the event the Parties cannot reach consensus within five (5) Business Days after they have met and attempted to reach consensus regarding settlement of any such infringement claim (an “Infringement Dispute”), the settlement of such Infringement Dispute shall be referred to the JSC for resolution; provided, however, that the provisions of Section 3.1(c)(ii) shall not apply with respect to that particular matter and the Parties’ resolution thereof.