Common use of Invalidity or Unenforceability Defenses or Actions Clause in Contracts

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the AstraZeneca Patents by a Third Party (an “Invalidity Claim”) and of which such Party becomes aware. As between the Parties, Licensee shall have the first right, but not the obligation, to defend and control the defense of the Invalidity Claim at its sole cost and expense, using counsel of Licensee’s choice, including when such Invalidity Claim is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 5.3 (Enforcement of Patents). For purposes of this Section 5.5 (Invalidity or Unenforceability Defenses or Actions), the Party defending the Invalidity Claim pursuant to the foregoing sentence with respect to an AstraZeneca Patent shall be the “Controlling Party.” With respect to any such Invalidity Claim proceeding in the Territory, the non-Controlling Party may participate in such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that the Controlling Party shall retain control of the defense in such claim, suit or proceeding. If the Controlling Party or its designee elects not to defend or control the defense of the applicable AstraZeneca Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then the non-Controlling Party may conduct and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. control the defense of any such claim, suit or proceeding at its sole cost and expense. The non- Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non- Controlling Party for its reasonable and verifiable costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the AstraZeneca Patents pursuant to this Section 5.5 (Invalidity or Unenforceability Defenses or Actions), the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim.

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the AstraZeneca Myovant Patents by a Third Party (an “Invalidity Claim”) and of which such Party becomes aware. As between the Parties, Licensee Myovant shall have the first right, but not the obligation, to defend and control the defense of the Invalidity Claim at its sole cost validity and expenseenforceability of the Myovant Patents in the Co-Promotion Territory, using counsel of LicenseeMyovant’s own choice, including when such Invalidity Claim invalidity or unenforceability is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 5.3 (Enforcement of Patents). For purposes of this Section 5.5 (Invalidity or Unenforceability Defenses or Actions)11.3, the Party defending Cost of which shall be solely born by Myovant. Prior to Option Closing, Myovant shall have the Invalidity Claim sole right, but not the obligation, to defend and control the defense of the validity and enforceability of the Myovant Background Patents and Product Collaboration Patents in the Pfizer Territory, using counsel of Myovant’s own choice, including when such invalidity or unenforceability is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 11.3, the foregoing sentence with respect to an AstraZeneca Patent Cost of which shall be solely borne by Myovant. Following the “Controlling Party.” With respect to Option Closing if it occurs, Pfizer may participate, at its option, but not the obligation, in any such Invalidity Claim proceeding in the Territory, the non-Controlling Party may participate in such claim, suit or proceeding in the Pfizer Territory with counsel of its choice at its sole cost and expense; provided that the Controlling Party Myovant shall retain control of the defense in such claim, suit or proceedingproceeding at each Parties’ own cost and expense. If Following the Controlling Party Option Closing if it occurs and if Myovant or its designee elects not to defend or control the defense of the applicable AstraZeneca Myovant Background Patents or Product Collaboration Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceedingPfizer Territory, then Myovant shall notify Pfizer of its election by written notice and Pfizer may have the non-Controlling Party may option, but not the obligation, to conduct and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. control the defense of any such claim, suit or proceeding at its Pfizer’s sole cost and expense, with counsel of its choice. The non- Controlling Where a Party in controls such an action action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the Controlling controlling Party, as such Controlling controlling Party may reasonably request from time to time in connection with its activities set forth in this SectionSection 11.5, including including, where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non- Controlling Party for its reasonable and verifiable costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the AstraZeneca Myovant Background Patents or Product Collaboration Patents pursuant to this Section 5.5 (Invalidity or Unenforceability Defenses or Actions)11.5, the Controlling controlling Party shall (x) consult with the non-Controlling other Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling other Party and (z) keep the non-Controlling other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim. The Party entitled to control the defense of a claim, suit or proceeding under this Section 11.5 shall have the right to settle such claim, suit or proceeding; provided that neither Party shall have the right to settle any claim, suit or proceeding under this Section 11.5 in a manner that has a material adverse effect on the rights or interest of the other Party or in a manner that imposes any costs or liability on or involves any admission by, the other Party, without the express written consent of such other Party (which consent shall not be unreasonably withheld, conditioned or delayed). Pfizer shall have the sole right, but not the obligation, to defend and control the defense of the validity and enforceability of the Pfizer Background Patents and Pfizer Other Collaboration Patents, at Pfizer’s sole cost and expense, using counsel of its own choice. Myovant shall have the sole right, but not the obligation, to defend and control the defense of the validity and enforceability of the Myovant Other Collaboration Patents, at Myovant’s sole cost and expense, using counsel of its own choice. The Parties shall discuss in good faith in defending the validity and enforceability of the Joint Other Collaboration Patents.

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the AstraZeneca Genelux Patents and Joint Patents in the Territory by a Third Party (an “Invalidity Claim”) and of which such Party becomes aware. As between the Parties, Licensee Genelux shall have the first right, but not the obligation, obligation to defend and control the defense of the Invalidity Claim at its sole cost validity and expenseenforceability of the Genelux Patents and Joint Patents, as applicable, using counsel of Licensee’s its choice, including when such Invalidity Claim invalidity or unenforceability is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 5.3 6.3 (Enforcement of Patents). For purposes Genelux shall solely bear the cost and expense of such defenses that it elects to undertake worldwide, including for any costs and expenses incurred in connection with any such defense in the Territory in the Field. If Genelux decides not to defend and control the defense of the validity or enforceability of any Genelux Patent or Joint Patent in the Territory, then Genelux shall so notify Newsoara and Newsoara may choose to defend and control the defense of the validity or enforceability of any Genelux Patent or Joint Patent in the Territory at its sole cost and expense. Genelux shall use Commercially Reasonable Efforts to make available to Newsoara and its authorized attorneys, agents or representatives, such of its employees as are reasonably necessary to assist Newsoara in defending the patent protection described under this Section 5.5 6.5 (Invalidity or Unenforceability Defenses or Actions), . Genelux shall sign or use Commercially Reasonable Efforts to have signed all legal documents necessary for Newsoara to defend such Genelux Patents and Joint Patents in the Party defending the Invalidity Claim pursuant Territory. If Newsoara’s efforts lead to the foregoing sentence with respect to an AstraZeneca successful defense of such Patent shall be the “Controlling Party.” With respect to any such Invalidity Claim proceeding in the Territory, Newsoara shall have the non-Controlling Party may participate in such claim, suit or proceeding with counsel of its choice at its sole right to recoup the reasonable cost and expense; provided that the Controlling Party shall retain control of the defense in such claim, suit or proceeding. If the Controlling Party or its designee elects not incurred by Newsoara from royalty payments due to defend or control the defense of the applicable AstraZeneca Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then the non-Controlling Party may conduct and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. control the defense of any such claim, suit or proceeding at its sole cost and expense. The non- Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non- Controlling Party for its reasonable and verifiable costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the AstraZeneca Patents pursuant to this Section 5.5 (Invalidity or Unenforceability Defenses or Actions), the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaimGenelux hereunder.

Invalidity or Unenforceability Defenses or Actions. 8.8.1 Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the AstraZeneca Patents Patent Right in the Joint Background IP, Program Patent Rights, the MTEM Background Patent Rights or the Takeda Background Patent Rights by a Third Party (an “Invalidity Claim”) and of which such Party becomes aware. As between . 8.8.2 In the Partiesevent that such an invalidity or unenforceability allegation or threatened assertion arises in connection with an enforcement proceeding governed by Section 8.4, Licensee then the Party controlling such action shall control the defense of any such allegation or assertion. 8.8.3 In the event that such an allegation or assertion arises outside of an enforcement action under Section 8.4, then the Parties shall discuss in good faith the most favorable approach to defend against any such allegation in light of each Party’s commercial interests in the applicable Patent Rights, including which Party should control the defense of the validity and enforceability of the such Patent Rights except that Takeda shall have the first sole right to control the defense with respect to any Program Patent Rights owned or Controlled by Takeda and Takeda Background Patent Rights and the [***] with respect thereto. Takeda shall have the right, but not the obligation, to defend and control the defense of the Invalidity Claim validity and enforceability of such Patent Rights at its sole cost expense in the Territory and expense, using counsel of Licensee’s its own choice, including when such Invalidity Claim is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 5.3 (Enforcement of Patents). For purposes of this Section 5.5 (Invalidity or Unenforceability Defenses or Actions), If the Party defending controlling the Invalidity Claim pursuant to the foregoing sentence defense against alleged or threatened assertion of any claim of invalidity or unenforceability with respect to an AstraZeneca a Program Patent shall be the “Controlling Party.” With Rights (other than with respect to any such Invalidity Claim proceeding Program Patent Rights owned or Controlled by Takeda), Patent Right in the TerritoryJoint Background IP, the non-Controlling Party may participate in such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that the Controlling Party shall retain control of the defense in such claim, suit or proceeding. If the Controlling Party or its designee MTEM Background Patent Right elects not to defend or control the defense of the applicable AstraZeneca Patents Patent Rights in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then the non-Controlling other Party may conduct and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. control the defense and settlement of any such claim, suit or proceeding using counsel of its own choice at its sole cost and expense. The non- Controlling Where a Party controls such an action, the other Party shall have the right to participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense (provided, that the controlling Party shall retain control of the defense in such an action shallclaim, suit or proceeding) and shall cause its Affiliates to, assist and cooperate with the Controlling controlling Party, at the controlling Party’s expense, as such Controlling controlling Party may reasonably request from time to time in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non- Controlling Party for its reasonable and verifiable costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the AstraZeneca Patents Program Patent Rights (other than with respect to any Program Patent Rights owned or Controlled by Takeda) or the MTEM Background Patent Rights pursuant to this Section 5.5 (Invalidity or Unenforceability Defenses or Actions)8.8, the Controlling controlling Party shall (xa) consult with the non-Controlling other Party as to the strategy for such activities, (yb) consider in good faith any comments from the non-Controlling other Party and (zc) keep the non-Controlling other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim, pursuant to Section 8.7.

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the AstraZeneca Product Patent Rights or Joint Patents Rights by a Third Party (an “Invalidity Claim”) and of which such Party becomes aware. As between Regeneron shall have the Partiessole right, Licensee but not the obligation, to defend and control the defense of the validity and enforceability of the Product Patent Rights in the Regeneron Patent Territory. The Parties shall share [* * *] all of Regeneron’s [* * *] incurred with respect to defending the Product Patent Rights in the Regeneron Patent Territory. Regeneron shall use good faith efforts to notify Roche of any material steps taken in connection with defending the Product Patent Rights in the Regeneron Patent Territory. At Regeneron’s written request, Roche shall offer reasonable assistance to Regeneron in connection with defending the Product Patent Rights in the Regeneron Patent Territory at no charge to Regeneron except for reimbursement of reasonable out-of-pocket expenses incurred by Roche in rendering such assistance (which shall then be subject to same reimbursement provisions as the out-of-pocket costs of Regeneron). Regeneron shall have the first right, but not the obligation, to defend and control the defense of the Invalidity Claim at validity and enforceability of the Product Patent Rights in the Roche Territory and the Joint Patent Rights in the Territory (such Patent Rights, the “Roche-Shared Defense Patents”). Within [* * *] after Regeneron provides or receives written notice of any alleged or threatened assertion of invalidity or unenforceability of any of the Roche-Shared Defense Patents (such [* * *] period, the “Defense Decision Period”), Regeneron, in its sole cost and expensediscretion, using counsel of Licensee’s choice, including when such Invalidity Claim is raised as a defense shall decide whether or counterclaim in connection with an Infringement action initiated pursuant to Section 5.3 (Enforcement of Patents). For purposes of this Section 5.5 (Invalidity or Unenforceability Defenses or Actions), the Party defending the Invalidity Claim pursuant to the foregoing sentence with respect to an AstraZeneca Patent shall be the “Controlling Party.” With respect to any such Invalidity Claim proceeding in the Territory, the non-Controlling Party may participate in such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that the Controlling Party shall retain control of the defense in such claim, suit or proceeding. If the Controlling Party or its designee elects not to defend or and control the defense of the applicable AstraZeneca validity and enforceability of such Roche-Shared Defense Patents and shall notify Roche of its decision in a suit brought in the Territory or otherwise fails writing (“Defense Suit Notice”). If Regeneron decides to initiate defend and maintain the defense of any such claim, suit or proceeding, then the non-Controlling Party may conduct and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. control the defense of the validity and enforceability of such Roche- Shared Defense Patents, once Regeneron provides the applicable Defense Suit Notice, Regeneron may immediately commence such defense. In the event that Regeneron (i) does not in writing advise Roche within the Defense Decision Period that Regeneron will defend and control the defense of an Roche-Shared Defense Patent, or (ii) fails to commence the defense of such Roche-Shared Defense Patent within a reasonable time after providing the applicable Defense Suit Notice, Roche shall thereafter have the right (subject to Regeneron’s written consent, not to be unreasonably conditioned, withheld or delayed) to defend and control the defense of such Roche-Shared Defense Patent and shall provide written notice to Regeneron of any such claim, suit or proceeding at its sole cost and expensedefense taken by Roche. The non- Controlling Party in such an action shall, defending and shall cause its Affiliates to, assist and cooperate with controlling the Controlling Party, as such Controlling Party may reasonably request from time to time in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non- Controlling Party for its reasonable and verifiable costs and expenses incurred in connection therewith. In connection with any activities defense with respect to a defense, claim or counterclaim relating to any Roche-Shared Defense Patent (the AstraZeneca Patents pursuant to this Section 5.5 (Invalidity or Unenforceability Defenses or Actions), the Controlling Party “Defending Party”) shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling other Party reasonably informed of any material steps taken the progress of such suit or action and shall provide copies the other Party with advance copies, to the extent the Defending Party is lawfully permitted to do so, of all material documents filedor communications to be filed or positions to be taken in such suit or action and will consider the other Party’s comments with respect thereto in good faith; provided, that, with respect to Roche as the Defending Party, if Regeneron determines that any proposed actions by Roche with respect to such defense would reasonably be expected to have a negative impact on the global patent portfolio for the Products, then Roche must implement Regeneron’s comments with respect to any such actions. The Defending Party shall have the sole and exclusive right to select counsel for any such suit or action. At the Defending Party’s written request, the other Party shall offer reasonable assistance to the Defending Party in connection with defending the Roche-Shared Defense Patents at no charge to the Defending Party except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance (which shall then be subject to same reimbursement provisions as the out-of-pocket costs of the Defending Party). If Regeneron is the Defending Party with respect to any Roche-Shared Defense Patent, the Parties will share all of Regeneron’s [* * *] in connection with such defensedefense [* * *]. If Roche is the Defending Party with respect to any Roche-Shared Defense Patent, claim the Parties will share all of Roche’s [* * *] in connection with such suit or counterclaimaction as follows: [* * *].

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of, but in no event later than 30 days after the earlier of any alleged or threatened assertion of invalidity or unenforceability receiving written notice or, to the actual knowledge of any of the AstraZeneca Patents a Party’s patent attorneys with responsibility for Licensed Products, becoming aware of, any threatened or actual claim, action, suit or proceeding by a Third Party asserting that any AstraZeneca Patent relating to a Licensed Product is invalid or otherwise unenforceable (such claim, action, suit or proceeding, an “Invalidity Claim”) and of which such ), whether as a defense in an infringement action brought by Licensee or AstraZeneca pursuant to Section 5.3, in a declaratory judgment action or in a Third Party becomes awareInfringement Claim brought against Licensee or AstraZeneca. As between the Parties, Licensee shall have the first right, but not the obligation, to defend and control the defense of the Invalidity Claim at its sole cost and expense, using counsel of Licensee’s choice, including when such Invalidity Claim is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 5.3 (Enforcement of Patents). For purposes of this Section 5.5 (Invalidity or Unenforceability Defenses or Actions)5.5, the Party defending the an Invalidity Claim pursuant to the foregoing sentence with respect to an AstraZeneca Patent shall be the “Controlling Party.” With respect to any such Invalidity Claim proceeding in the Territory, the non-Controlling Party may participate in such claim, suit or proceeding Invalidity Claim with counsel of its choice at its sole cost and expense; provided that the Controlling Party shall retain control of the defense in such claim, suit or proceedingInvalidity Claim. If the Controlling Party or its designee elects not to defend or control the defense of the applicable AstraZeneca Patents Patent in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceedingan Invalidity Claim, then the non-Controlling Party may conduct and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. control the defense of any such claim, suit or proceeding Invalidity Claim at its sole cost and expense. The non- non-Controlling Party in such an action Invalidity Claim 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 Sectionfully, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named joined as a necessary party to, plaintiff in 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 the non- non-Controlling Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the AstraZeneca Patents pursuant to this Section 5.5 (Invalidity or Unenforceability Defenses or Actions), the The Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) shall keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with respect to such defense, claim or counterclaimaction.