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. For each Optioned Program, Gilead, on behalf of itself and its Affiliates, hereby grants to Galapagos, effective as of each Option Exercise Closing for such Optioned Program in the countries to which such Option Exercise Closing relates: (i) a royalty-free, sublicensable (solely in accordance with Section 8.6(a)(ii)) license under the Gilead shall have Collaboration IP (subject to Section 7.4(a)) and Gilead’s interest in any Joint Collaboration IP, in each case, (A) to Exploit such Optioned Molecules or Optioned Products with respect to such Optioned Program in the first Field in the Galapagos Territory and (B) to Develop, Manufacture and supply such Optioned Molecules and Optioned Products in the Gilead Territory solely for purposes of Exploitation in the Galapagos Territory and for purposes of performing activities assigned to it in this Agreement or in any Ancillary Agreement, which license under the foregoing clause (A) is exclusive (even as to Gilead but subject to Gilead’ retained rights to Develop, Manufacture and supply such Optioned Molecules and Optioned Products in the Galapagos Territory for purposes of Exploitation in the Gilead Territory and for purposes of performing activities assigned to it in this Agreement or any Ancillary Agreement) and under clause (B) is co-exclusive (with Gilead); (ii) subject to Section 7.4(b), a royalty-free, sublicensable (solely in accordance with Section 8.6(a)(ii)) right and authorityof reference under (or right of access to, but not the obligation, to defend if such right of reference is unavailable or insufficient) any action, suit, Regulatory Materials or other proceeding brought against either Party alleging Infringing Activity Regulatory Approvals Controlled by Gilead with respect to any Optioned Program (or applicable Optioned Molecule or Optioned Product, in each case, (A) provided that, Gilead shall (1) provide at least […***…] days’ written notice to Galapagos of its intent to defend Exploit such action, suit Optioned Molecules or other proceeding; (2) consider, reasonably and in good faith, all input received from Galapagos and all discussions held by the Patent Litigation Committee Optioned Products with respect thereto; to such Optioned Program in the Field in the Galapagos Territory and (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 CommitteeB) to be in the best interests of the Development Develop, Manufacture and Commercialization of the applicable supply such Optioned Molecules and Optioned ProductsProducts in the Territory solely for purposes of Exploitation in the Galapagos Territory and for purposes of performing activities assigned to it in this Agreement or in any Ancillary Agreement, which right of reference (4or right of access, if applicable) if under the foregoing clause (A) is exclusive (even as to Gilead) but subject to Gilead’ retained rights to Develop, Manufacture and supply such action, suit, or other proceeding relates to activities by or on behalf Optioned Molecules and Optioned Products in the Galapagos Territory for purposes of Gilead or its Affiliates Exploitation in the Gilead TerritoryTerritory and for purposes of performing activities assigned to it in this Agreement or any Ancillary Agreement and under clause (B) is co-exclusive (with Gilead); and (iii) an exclusive (including as to Gilead), Gilead shall keep Galapagos reasonably informed and royalty-free, sublicensable (5solely in accordance with Section 8.6(a)(ii)) if license under the Global Promotional Materials for any applicable Optioned Product that are Controlled by Gilead, to Commercialize such action, suit or proceeding relates to Optioned Product in the Field in the Galapagos Territory or to activities conducted by or on behalf of Galapagos or its AffiliatesTerritory. (iv) For clarity, keep Galapagos the licenses 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 rights 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, 8.4(b) 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 deemed to be granted as of the Party against whom Effective Date with respect to the Infringing Activity has been allegedAutotaxin Program.

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 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.