Common use of Optioned Programs Clause in Contracts

Optioned Programs. Gilead shall have the first right and authority, but not the obligation, to defend any action, suit, or other proceeding brought against either Party alleging Infringing Activity with respect to any Optioned Program (or Optioned Molecule or Optioned Product) provided that, Gilead shall (1) provide at least […***…] days’ written notice to Galapagos of its intent to defend such action, suit or other proceeding; (2) consider, reasonably and in good faith, all input received from Galapagos and all discussions held by the Patent Litigation Committee with respect thereto; (3) conduct such defense in a manner that Gilead reasonably believes (taking into account all input received from Galapagos and all discussions held by the Patent Litigation Committee) to be in the best interests of the Development and Commercialization of the applicable Optioned Molecules and Optioned Products, (4) if such action, suit, or other proceeding relates to activities by or on behalf of Gilead or its Affiliates in the Gilead Territory, Gilead shall keep Galapagos reasonably informed and (5) if such action, suit or proceeding relates to the Galapagos Territory or to activities conducted by or on behalf of Galapagos or its Affiliates, keep Galapagos and the Patent Litigation Committee fully informed, allow Galapagos to actively participate in all aspects of such defense and incorporate all reasonable comments made by Galapagos. Galapagos shall reasonably cooperate with Gilead (including by being joined to such action if so requested and by using commercially reasonable efforts to obtain any necessary joinder or cooperation in any such suit or other action from any applicable Third Parties), in connection with the defense of such action, suit or proceeding. In the event that Gilead does not defend any such action, suit, or other proceeding, Galapagos shall have the right to do so, and Gilead shall reasonably cooperate with Galapagos (including by being joined to such action if so requested and by using commercially reasonable efforts to obtain any necessary joinder or cooperation in any such suit or other action from any applicable Third Parties), in connection with defense of such action, suit or proceeding. Any costs and expenses incurred by either Party in connection with defending any action, suit or other proceeding under this Section 10.6(c), and any amounts payable to Third Parties for damages or other compensation in connection with any such action, suit or proceeding, shall be (A) […***…] or, (B) […***…]. Notwithstanding the foregoing, a Party may not settle any action, suit or other proceeding under this Section 10.6(c), without the prior written consent of the Party against whom the Infringing Activity has been alleged.

Optioned Programs. Gilead shall have the first right and authority, but not the obligation, to defend any action, suit, or other proceeding brought against either Party alleging Infringing Activity with respect to any Optioned Program (or Optioned Molecule or Optioned Product) ); provided that, that Gilead shall (1i) provide at least […***…] days’ written notice to Galapagos Assembly of its intent to defend such action, suit or other proceeding; (2ii) consider, reasonably and in good faith, all input received from Galapagos and all discussions held by the Patent Litigation Committee Assembly with respect thereto; (3iii) conduct such defense in a manner that Gilead reasonably believes (taking into account all input received from Galapagos and all discussions held by the Patent Litigation CommitteeAssembly) to be in the best interests of the Development and Commercialization of the applicable Optioned Molecules Molecule and Optioned ProductsProduct, (4iv) if such action, suit, or other proceeding relates to activities by or on behalf of Gilead or its Affiliates in the Gilead Territory, Gilead shall keep Galapagos Assembly reasonably informed and (5v) if to the extent such action, suit or proceeding relates to the Galapagos Third Party Territory or to activities conducted by or on behalf of Galapagos Assembly or its Affiliates, Gilead shall keep Galapagos and the Patent Litigation Committee Assembly fully informed, allow Galapagos Assembly to actively participate in all aspects of such defense and incorporate all reasonable comments made by GalapagosAssembly. Galapagos Assembly shall reasonably cooperate with Gilead (including by being joined to such action if so requested and by using commercially reasonable efforts to obtain any necessary joinder or cooperation in any such suit or other action from any applicable Third Option, License and Collaboration Agreement Parties), in connection with the defense of such action, suit or proceeding. In the event that Gilead does not defend any such action, suit, or other proceeding, Galapagos Assembly shall have the right to do so, and Gilead shall reasonably cooperate with Galapagos Assembly (including by being joined to such action if so requested and by using commercially reasonable efforts to obtain any necessary joinder or cooperation in any such suit or other action from any applicable Third Parties), in connection with defense of such action, suit or proceeding. Any costs and expenses incurred by either Party in connection with defending any action, suit or other proceeding under this Section 10.6(c14.7(d), and any amounts payable to Third Parties for damages or other compensation in connection with any such action, suit or proceeding, shall be (A) […***…] or, (B) […***…]. Notwithstanding the foregoing, a Party may not settle any action, suit or other proceeding under this Section 10.6(c14.7(d), without the prior written consent of the Party against whom which the Infringing Activity has been alleged.

Optioned Programs. Gilead shall have the first right and authority, but not the obligation, to defend any action, suit, or other proceeding brought against either Party alleging Infringing Activity with respect to any Optioned Program (or Optioned Molecule or Optioned Product) ); provided that, that Gilead shall (1i) provide at least […***…] days’ written notice to Galapagos Arcus of its intent to defend such action, suit or other proceeding; (2ii) consider, reasonably and in good faith, all input received from Galapagos Arcus and all discussions held by the Patent Litigation Committee with respect thereto; (3iii) conduct such defense in a manner that Gilead reasonably believes (taking into account all input received from Galapagos Arcus and all discussions held by the Patent Litigation Committee) to be in the best interests of the Development and Commercialization of the applicable Optioned Molecules Molecule and Optioned ProductsProduct, (4iv) if such action, suit, or other proceeding relates to activities by or on behalf of Gilead or its Affiliates in the Gilead Territory, Gilead shall keep Galapagos Arcus reasonably informed and (5v) if to the extent such action, suit or proceeding relates to the Galapagos Third Party Territory or to activities conducted by or on behalf of Galapagos Arcus or its Affiliates, Gilead shall keep Galapagos Arcus and the Patent Litigation Committee fully informed, allow Galapagos Arcus to actively participate in all aspects of such defense and incorporate all reasonable comments made by GalapagosArcus. Galapagos Arcus shall reasonably cooperate with Gilead (including by being joined to such action if so requested and by using commercially reasonable efforts to obtain any necessary joinder or cooperation in any such suit or other action from any applicable Third Parties), in connection with the defense of such action, suit or proceeding. In the event that Gilead does not defend any such action, suit, or other proceeding, Galapagos Arcus shall have the right to do so, and Gilead shall reasonably cooperate with Galapagos Arcus (including by being joined to such action if so requested and by using commercially reasonable efforts to obtain any necessary joinder or cooperation in any such suit or other action from any applicable Third Parties), in connection with defense of such action, suit or proceeding. Any costs and expenses incurred by either Party in connection with defending any action, suit or other proceeding under this Section 10.6(c10.7(c), and any amounts payable to Third Parties for damages or other compensation in connection with any such action, suit or proceeding, shall be (A) […***…] or, (B) […***…]. Notwithstanding the 80 foregoing, a Party may not settle any action, suit or other proceeding under this Section 10.6(c10.7(c), without the prior written consent of the Party against whom which the Infringing Activity has been alleged.