Common use of Resolution of Claims Clause in Contracts

Resolution of Claims. If a Third Party asserts that a patent or other right owned by or licensed to it is infringed within a country by the practice of the Licensed IP Rights by Aptamera, its Affiliates or sublicensees, in accordance with the licenses granted under Section 3 hereof, Aptamera may attempt to resolve the asserted infringement; provided, however that Archemix and/or Gilead shall have the right, at its sole discretion, to participate in any such resolution and to be represented by counsel of its own choice and at its own expense. Aptamera shall control the process to resolve any such infringement. The matter shall be deemed resolved if Aptamera obtains: (i) a license permitting Aptamera to manufacture, use, import, offer for sale and sell Products in that country on a royalty-free basis (ii) a legally binding statement or representation from the Third Party Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. that: (A) no action will be taken against Aptamera, its Affiliates or its sublicensees, or (B) that the patent or other right is not infringed by the practice of the Licensed IP Rights by Aptamera, its Affiliates or its sublicensees in such country; or (iii) a final judgment by a court of competent jurisdiction from which no appeal has or can be taken that the Third Party’s patent(s) alleged to be infringed is invalid, or the Third Party’s patent(s) or other right(s) are unenforceable or not infringed by the practice of the Licensed IP Rights by Aptamera, its Affiliates or sublicensees. Aptamera shall have the primary right to defend any such claim. Archemix and/or Gilead shall have the right, but not the obligation, to participate in any such suit at its sole option and at its own expense. Each Interested Party shall reasonably cooperate with the Interested Parties conducting the defense of the claim. The Interested Party conducting the defense shall not enter into any settlement that affects the other Interested Parties’ rights or interests without such other Interested Parties’ prior written consent, not to be unreasonably withheld, delayed or conditioned.

Resolution of Claims. If a Third Party asserts that a patent or other right owned by or licensed to it is infringed within a country by the practice of the Licensed IP Rights by Aptamera, its Affiliates or sublicensees, in accordance with the licenses granted under Section 3 hereof, Aptamera may attempt to resolve the asserted infringement; provided, however that Archemix and/or Gilead shall have the right, at its sole discretion, to participate in any such resolution and to be represented by counsel of its own choice and at its own expense. Aptamera shall control the process to resolve any such infringement. The matter shall be deemed resolved if Aptamera obtains: (i) a license permitting Aptamera to manufacture, use, import, offer for sale and sell Products in that country on a royalty-free basis (ii) a legally binding statement or representation from the Third Party Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. that: the Licensed IP Rights by Regado, its Affiliates or Sublicensees, in accordance with the licenses granted under Section 2 hereof, Regado may attempt to resolve the asserted infringement; provided, however that Archemix and/or Gilead shall have the right, as they shall determine in their sole discretion, to participate in any such resolution and to be represented by counsel of their own choice and at their own expense. Regado shall control the process to resolve any such infringement. The matter shall be deemed resolved if Regado obtains (i) a license permitting Regado to manufacture, use, import, offer for sale and sell Licensed Products in that country on a royalty-free basis (ii) a legally binding statement or representation from the Third Party that (A) no action will be taken against AptameraRegado, its Affiliates or its sublicenseesSublicensees, or (B) that the patent or other right is not infringed by the practice of the Licensed IP Rights by AptameraRegado, its Affiliates or its sublicensees Sublicensees in such country; country or (iii) a final judgment by a court of competent jurisdiction from which no appeal has or can be taken that the Third Party’s patent(s) alleged to be infringed is invalid, or the Third Party’s patent(s) or other right(s) are unenforceable or not infringed by the practice of the Licensed IP Rights by AptameraRegado, its Affiliates or sublicenseesSublicensees. Aptamera Regado shall have the primary right to defend any such claim. Archemix and/or Gilead shall have the right, but not the obligation, to participate in any such suit at its sole option and at its own expense. Each Interested Party shall reasonably cooperate with the Interested Parties conducting the defense of the claim. The Interested Party conducting the defense shall not enter into any settlement that affects the other Interested Parties’ rights or interests without such other Interested Parties’ prior written consent, not to be unreasonably withheld, delayed or conditioned. . If either of the Interested Parties not conducting the defense do not consent to the proposed settlement or other voluntary final disposition, the Interested Party controlling the defense can request expedited arbitration of the failure to consent under the terms of Section 8.3. The Interested Party(ies) not prevailing in the arbitration shall pay the cost of the arbitration.

Resolution of Claims. If a Third Party asserts that a patent or other right owned by or licensed to it is infringed within a country by the practice of the Licensed IP Rights by AptameraRegado, its Affiliates or sublicenseesSublicensees, in accordance with the licenses granted under Section 3 2 hereof, Aptamera Regado may attempt to resolve the asserted infringement; provided, however that Archemix and/or Gilead shall have the right, at its as they shall determine in their sole discretion, to participate in any such resolution and to be represented by counsel of its their own choice and at its their own expense. Aptamera Regado shall control the process to resolve any such infringement. The matter shall be deemed resolved if Aptamera obtains: Regado obtains (i) a license permitting Aptamera Regado to manufacture, use, import, offer for sale and sell Licensed Products in that country on a royalty-free basis basis, (ii) a legally binding statement or representation from the Third Party Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. that: that (A) no action will be taken against AptameraRegado, its Affiliates or its sublicenseesSublicensees, or (B) that the patent or other right is not infringed by the practice of the Licensed IP Rights by AptameraRegado, its Affiliates or its sublicensees Sublicensees in such country; country or (iii) a final judgment by a court of competent jurisdiction from which no appeal has or can be taken that the Third Party’s patent(s) alleged to be infringed is invalid, or the Third Party’s patent(s) or other right(s) are unenforceable or not infringed by the practice of the Licensed IP Rights by AptameraRegado, its Affiliates or sublicenseesSublicensees. Aptamera Regado shall have the primary right to defend any such claim. Archemix and/or Gilead shall have the right, but not the obligation, to participate in any such suit at its sole option and at its own expense. Each Interested Party shall reasonably cooperate with the Interested Parties conducting the defense of the claim. The Interested Party conducting the defense shall not enter into any settlement that affects the other Interested Parties’ rights or interests without such other Interested Parties’ prior written consent, not to be unreasonably withheld, delayed or conditioned. If either of the Interested Parties not conducting the defense do not consent to the proposed settlement or other voluntary final disposition, the interested Party controlling the defense can request expedited arbitration of the failure to consent under the terms of Section 8.3. The Interested Party(ies) not prevailing in the arbitration shall pay the cost of the arbitration.

Resolution of Claims. If a Third Party asserts that a patent or other right owned by or licensed to it is infringed within a country by the practice of the Licensed IP Rights Patents by AptameraCompany, its Affiliates or sublicensees, in accordance with the licenses granted under Section 3 hereof2.1 above, Aptamera Company may attempt to resolve the asserted infringement; provided, however that Archemix and/or Gilead shall have the right, at its sole discretion, to participate in any such resolution and to be represented by counsel of its own choice and at its own expense. Aptamera Company shall control the process to resolve any such infringement. The matter shall be deemed resolved if Aptamera Company obtains: (i) a license permitting Aptamera Company to manufacture, use, import, offer for sale and sell Licensed Products in that country on a royalty-free basis (ii) a legally binding statement or representation from the Third Party Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. that: (A) no action will be taken against AptameraCompany, its Affiliates or its sublicensees, or (B) that the patent or other right is not infringed by the practice of the Licensed IP Rights Patents by AptameraCompany, its Affiliates or its sublicensees in such country; or (iii) a final judgment by a court of competent jurisdiction from which no appeal has or can be taken that the Third Party’s patent(s) alleged to be infringed is invalid, or the Third Party’s patent(s) or other right(s) are unenforceable or not infringed by the practice of the Licensed IP Rights Patents by AptameraCompany, its Affiliates or sublicensees. Aptamera Company shall have the primary right to defend any such claim. Archemix and/or Gilead shall have the right, but not the obligation, to participate in any such suit at its sole option and at its own expense. Each Interested Party shall reasonably cooperate with the Interested Parties Party conducting the Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. defense of the claim. The Interested Neither Party conducting the defense shall not enter into any settlement that affects the other Interested Parties’ Party’s rights or interests without such other Interested Parties’ Party’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Resolution of Claims. If a Third Party asserts that a patent or other right owned by or licensed to it is infringed within a country by the practice of the Licensed IP Rights Patents by AptameraCompany, its Affiliates or sublicensees, in accordance with the licenses granted under Section 3 hereof2.1 above, Aptamera Company may attempt to resolve the asserted infringement; provided, however that Archemix and/or Gilead shall have the right, at its sole discretion, to participate in any such resolution and to be represented by counsel of its own choice and at its own expense. Aptamera Company shall control the process to resolve any such infringement. The matter shall be deemed resolved if Aptamera Company obtains: (i) a license permitting Aptamera Company to manufacture, use, import, offer for sale and sell Licensed Products in that country on a royalty-free basis (ii) a legally binding statement or representation from the Third Party Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. that: (A) no action will be taken against AptameraCompany, its Affiliates or its sublicensees, or (B) that the patent or other right is not infringed by the practice of the Licensed IP Rights Patents by AptameraCompany, its Affiliates or its sublicensees in such country; or (iii) a final judgment by a court of competent jurisdiction from which no appeal has or can be taken that the Third Party’s patent(s) alleged to be infringed is invalid, or the Third Party’s patent(s) or other right(s) are unenforceable or not infringed by the practice of the Licensed IP Rights Patents by AptameraCompany, its Affiliates or sublicensees. Aptamera Company shall have the primary right to defend any such claim. Archemix and/or Gilead shall have the right, but not the obligation, to participate in any such suit at its sole option and at its own expense. Each Interested Party shall reasonably cooperate with the Interested Parties Party conducting the Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. defense of the claim. The Interested Neither Party conducting the defense shall not enter into any settlement that affects the other Interested Parties’ Party’s rights or interests without such other Interested Parties’ Party’s prior written consent, not to be unreasonably withheld, delayed or conditioned.