Common use of Litigation Control Clause in Contracts

Litigation Control. The Party pursuing or controlling any action or defense under Section 9.2 (the ‘Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that (i) the Controlling Party shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement or voluntary disposition thereof, (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) subjects the Secondary Party to any non-indemnified liability or obligation or (2) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in advance and in writing by the Secondary Party, (iii) any settlement consent judgment or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability of, or otherwise may adversely affect, any Licensor Patents shall not be entered into, consented to, approved, or agreed upon without the other Party’s prior written approval, and (iv) any settlement, consent judgment or other voluntary disposition of such actions that would reasonably be expected to materially adversely affect the Patent Rights or the ability of Licensee to manufacture, use, market or sell Licensed Products shall not be, entered into, consented to, approved, or agreed upon without Licensee’s prior written consent. With respect to clause (ii) or (iii) above in this Section 93, the Secondary Party shall provide the Controlling Party notice of its approval or denial of such approval within [***] Business Days of any request for such approval by the Controlling Party, provided that (X) in the event Secondary Party wishes to deny such approval, such notice shall include a written description summarizing the [***]Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. Licensee: AEMase Inc. CONFIDENTIAL Exclusive PLA Secondary Party’s reasonable objections to the proposed settlement consent judgment or other voluntary disposition and (Y) Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such [***] Business Day period.

Litigation Control. The Except as otherwise set forth in, and subject to, Section 6.2.b(ii), the Party pursuing or controlling any action or defense under Section 9.2 6.2, 6.3, or 6.4 (the ‘“Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that (i) the Controlling Party shall shall, to the extent reasonably practicable, consult with the other Party (the “Secondary Party”) prior to entering into any settlement or voluntary disposition thereof, (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) subjects the Secondary Party to any non-indemnified liability or obligation or (2) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in advance and in writing by the Secondary Party, (iii) any settlement settlement, consent judgment or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability of, or otherwise may materially adversely affect, any Licensor MP Patents shall not be entered into, consented to, approved, or agreed upon without the other Secondary Party’s prior written approval, such approval not to be unreasonably withheld, and (iv) any settlement, consent judgment or other voluntary disposition of such actions that would reasonably be expected to materially adversely affect the Patent Rights any Patents owned, controlled or licensed by Cempra, any Affiliate thereof, any Sublicensee, or any Product Partner, or the ability of Licensee Cempra, any Affiliate thereof, any Sublicensee, or any Product Partner to manufactureManufacture, use, market Develop or sell Licensed Commercialize the Compound or any Products shall not be, be entered into, consented to, approved, or agreed upon by MP or any Affiliate thereof without LicenseeCempra’s prior written consent. With respect to clause (ii) or (iii) above in this Section 93, the Secondary Party shall provide the Controlling Party notice of its approval or denial of such approval within [***] Business Days of any request for such approval by the Controlling Party, provided that (X) in the event Secondary Party wishes foregoing shall not be construed to deny such approval, such notice shall include a written description summarizing the [***]Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. Licensee: AEMase Inc. CONFIDENTIAL Exclusive PLA Secondary Party’s reasonable objections to the proposed settlement consent judgment or other voluntary disposition and (Y) Secondary Party shall be deemed to have approved such proposed prevent Harvard from entering into any settlement, consent judgment, or other voluntary disposition of any matter concerning any infringement of the Harvard Patents. Except as otherwise set forth in, and subject to, Section 6.2.b(ii), any recovery or damages received by the Controlling Party with respect to the infringement of the rights to MP Patents granted under this Agreement, or in settlement of any matter subject to Section 6.2, 6.3, or 6.4, shall be used first to reimburse the event it fails to provide Parties for unreimbursed reasonable, documented expenses incurred in connection with such notice within such action or settlement, and the remainder shall be split [*] percent ([*]%) to the Controlling Party and [*] Business Day periodpercent ([*]%) to the Secondary Party. Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any proceeding governed by this Section 6.5.

Litigation Control. The Party pursuing or controlling any action or defense under Section 9.2 6.2, 6.3, or 6.4 (the ‘“Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that (i) the Controlling Party shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement or voluntary disposition thereof, (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) subjects the Secondary Party to any non-indemnified liability or non-indemnified obligation or (2) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in advance and in writing by the Secondary Party, (iii) any settlement settlement, consent judgment or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability of, or otherwise may adversely affect, any Licensor Avadel Patents shall not be entered into, consented to, approved, or agreed upon without the other Party’s prior written approval, (iv) any settlement, consent judgment or other voluntary disposition of such actions which would reasonably be anticipated to materially, adversely, and directly affect Avadel’s ability to make, use, or sell any products, other than the Products, incorporating the LiquiTime Technology shall not be entered into, consented to, approved, or agreed upon without Avadel’s prior written consent, and (ivv) any settlement, consent judgment or other voluntary disposition of such actions that would reasonably be expected to materially adversely affect the Patent Rights or the ability of Licensee Cerecor, its Affiliates, or any Sublicensees to manufacture, use, market Develop or sell Licensed Commercialize Products shall not be, be entered into, consented to, approved, or agreed upon without LicenseeCerecor’s prior written consent. With respect to clause (ii) or (iii) above in this Section 936.5, the Secondary Party shall provide the Controlling Party notice of its approval or denial of such approval within [***] fifteen (15) Business Days of any request for such approval by the Controlling Party, provided that (X) in the event Secondary Party wishes to deny such approval, such notice shall include a written description summarizing the [***]Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. Licensee: AEMase Inc. CONFIDENTIAL Exclusive PLA Secondary Party’s reasonable objections to the proposed settlement settlement, consent judgment judgment, or other voluntary disposition and (Y) Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such fifteen (15) Business Day period. Any recovery or damages received by the Controlling Party with respect to the infringement of the rights to Avadel Patents granted under this Agreement, or in settlement of any matter subject to Section 6.2, 6.3, or 6.4, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses (excluding, with respect to any costs or expenses incurred by Avadel, compensation of any employees or consultants of Avadel or any Affiliate thereof) incurred in connection with such action or settlement, and the remainder shall be split [***] Business Day periodpercent ([***]%) to Controlling Party and [***] percent ([***]%) to Secondary Party. Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any proceeding governed by this Section 6.5.

Litigation Control. The Party pursuing or controlling any action or defense under Section 9.2 Article 3.2 (the ‘“Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that (i) the Controlling Party shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement or voluntary disposition thereof, thereof and (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) materially limits the scope, validity, or enforceability of any SH Patent Rights, (2) subjects the Secondary Party to any non-indemnified liability or obligation obligation, or (23) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in advance and in writing by the Secondary Party, (iii) any settlement consent judgment or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability of, or otherwise may adversely affect, any Licensor Patents shall not be entered into, consented to, approved, or agreed upon without the other Party’s prior written approval, and (iv) any settlement, consent judgment or other voluntary disposition of such actions that would reasonably be expected to materially adversely affect the Patent Rights or the ability of Licensee to manufacture, use, market or sell Licensed Products shall not be, entered into, consented to, approved, or agreed upon without Licensee’s prior written consent. With respect to clause (ii) or (iii) above in this Section 93, the The Secondary Party shall provide the Controlling Party notice of its approval or denial of such approval within [***] Business Days ten (10) business days of any request for such approval by the Controlling Party, provided that (Xi) in the event Secondary Party wishes to deny such approval, such notice shall include a written description summarizing the [***]Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. Licensee: AEMase Inc. CONFIDENTIAL Exclusive PLA Secondary Party’s reasonable objections to the proposed settlement settlement, consent judgment judgment, or other voluntary disposition and (Yii) Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such [***] Business Day ten (10) business day period. Any recovery or damages received by the Controlling Party with respect to the infringement of the SH Patent Rights as they relate to Licensed Products shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action, and the remainder shall be split 90% to the Controlling Party and 10% to the Secondary Party. Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any such proceeding.

Litigation Control. The Party party pursuing or controlling any action or defense under Section 9.2 9.3(c) or 9.3(d) (the ‘“Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that (i) the Controlling Party shall consult with the other Party party (the “Secondary Party”) prior to entering into any settlement or voluntary disposition thereof, (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) subjects the Secondary Party to any non-indemnified liability or obligation or (2) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in advance and in writing by the Secondary Party, such approval not to be unreasonably withheld, and (iii) any settlement settlement, consent judgment or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability of, or otherwise may adversely affect, any Licensor Patents Licensed Patents, or that may relate in any material way to the use of the Active Ingredient outside the Field, shall not be entered into, consented to, approved, or agreed upon without the other PartyLICENSOR’s prior written approval, and (iv) any settlement, consent judgment or other voluntary disposition of such actions that would reasonably be expected to materially adversely affect the Patent Rights or the ability of Licensee to manufacture, use, market or sell Licensed Products shall not be, entered into, consented to, approved, or agreed upon without Licensee’s prior written consent. With respect to clause (ii) or (iii) above in this Section 93above, the Secondary Party shall provide the Controlling Party notice of its approval or denial of such approval within [***] Business Days of any request for such approval by the Controlling Party, provided that (X) in the event Secondary Party wishes to deny such approval, such notice shall include a written description summarizing the [***]Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. Licensee: AEMase Inc. CONFIDENTIAL Exclusive PLA Secondary Party’s reasonable objections to the proposed settlement settlement, consent judgment judgment, or other voluntary disposition and (Y) Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such [**] period. Any recovery or damages received by the Controlling Party with respect to the infringement of the rights to Licensed Patents granted under this Agreement, or defence of any Invalidation Proceeding concerning any Licensed Patent(s) under this Agreement, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action, and the remainder (X) shall be split [*] Business Day periodpercent ([*]%) to Controlling Party and [*] percent ([*]%) to Secondary Party. Any recovery or damages received by the Controlling Party with respect to any other infringement of the Licensed Patents (i.e. outside the scope of rights granted under this Agreement) shall be used first to reimburse the Parties for unreimbursed reasonable, documented out of pocket or external expenses incurred in connection with such action, and the remainder shall be retained by LICENSOR (in the event of any action, settlement, or voluntary disposition entered into by LICENSOR) or paid to LICENSOR by LICENSEE (in the event of any action, settlement, or voluntary disposition entered into by LICENSEE). Notwithstanding the foregoing, and subject to Section 9.3(d), the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any proceeding governed by this Section 9.3(e), except that LICENSEE, if it is the Secondary Party with respect to the defence of any Invalidation Proceeding, shall not be entitled to such representation or any other participation in such Invalidation Proceeding except to the extent permitted by LICENSOR in writing.

Litigation Control. The Party pursuing or controlling any action or defense under Section 9.2 (the ‘“Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that Licensee: Aeglea BioTherapeutics, Inc. CONFIDENTIALExclusive PLA The University of Texas at Austin Page 18 Agreement No. PM1401501 US 4915892v.1 (i) the Controlling Party shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement or voluntary disposition thereof, (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) subjects the Secondary Party to any non-indemnified liability or obligation or (2) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in advance and in writing by the Secondary Party, (iii) any settlement settlement, consent judgment or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability of, or otherwise may adversely affect, any Licensor Patents Patent Rights shall not be entered into, consented to, approved, or agreed upon without the other Party’s prior written approval, and (iv) any settlement, consent judgment or other voluntary disposition of such actions that would reasonably be expected to materially adversely affect the Patent Rights or the ability of Licensee to manufacture, use, market or sell Licensed Products shall not be, be entered into, consented to, approved, or agreed upon without Licensee’s prior written consent. With respect to clause (ii) or (iii) above in this Section 939.3, the Secondary Party shall provide the Controlling Party notice of its approval or denial of such approval within [***] Business Days business days of any request for such approval by the Controlling Party, provided that (X) in the event Secondary Party wishes to deny such approval, such notice shall include a written description summarizing the [***]Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. Licensee: AEMase Inc. CONFIDENTIAL Exclusive PLA Secondary Party’s reasonable objections to the proposed settlement settlement, consent judgment judgment, or other voluntary disposition and (Y) Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such [***] Business Day business day period.

Litigation Control. The Party pursuing or controlling any action action, defense, or defense settlement under Section 9.2 9.2, 9.3 or 9.4 (the ‘“Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that (i) the Controlling Party shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement or voluntary disposition thereofof any such matter, (ii) any settlement, consent judgment settlement or other voluntary disposition of such actions which (1) subjects the Secondary Party to any non-indemnified liability or obligation or (2) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in advance and in writing by the Secondary Party, and (iii) any settlement settlement, consent judgment or other voluntary disposition of such actions which [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. would reasonably be anticipated by the Controlling Party to materially limits limit the scope, validity, or enforceability of, or otherwise may materially and adversely affect, any Licensor Patents Cempra Patents, or Toyama’s ability to Develop, manufacture, or Commercialize any Licensed Products in the Field in the Territory, shall not be entered into, consented to, approved, or agreed upon without the other Secondary Party’s prior written approval, and (iv) any settlement, consent judgment or other voluntary disposition of such actions that would reasonably approval not to be expected to materially adversely affect the Patent Rights or the ability of Licensee to manufacture, use, market or sell Licensed Products shall not be, entered into, consented to, approved, or agreed upon without Licensee’s prior written consentunreasonably withheld. With respect to clause (ii) or (iii) above in this Section 93above, the Secondary Party shall provide the Controlling Party notice of its approval or denial of such approval within [***] Business Calendar Days of any request for such approval by the Controlling Party, provided that (X) in the event Secondary Party wishes to deny such approval, such notice shall include a written description summarizing the [***]Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. Licensee: AEMase Inc. CONFIDENTIAL Exclusive PLA Secondary Party’s reasonable objections to the proposed settlement consent judgment or other voluntary disposition and (Y) Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, settlement or other voluntary disposition in the event it fails to provide such notice within such [**] Calendar Day period. Any recovery, damages, or amounts in settlement received by the Controlling Party with respect to the alleged, actual, or potential infringement of the rights to Cempra Patents granted in the Territory in the Field under this Agreement, or any settlement agreement entered into with respect thereto, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action or settlement, and the remainder shall be split (i) in the event Cempra is the Controlling Party, [*] Business Day periodpercent ([*]%) to each Party and (ii) in the event Toyama is the Controlling Party, [*] percent ([*]%) to Toyama and [*] percent ([*]%) to Cempra, with the Controlling Party promptly paying the applicable amount to the Secondary Party; any recovery, damages, or amounts in settlement received by the Controlling Party with respect to any other alleged, actual, or potential infringement of the Cempra Patents, or settlement entered into with respect thereto, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action or settlement, and the remainder shall be retained entirely by Cempra (in the event of any action, settlement, or voluntary disposition entered into by Cempra) or paid to Cempra by Toyama (in the event of any action, settlement, or voluntary disposition entered into by Toyama). Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any proceeding governed by this Section 9.5.