Settlement; Licenses. Neither Party shall enter into any settlement of any claim described in this Section 7.6 that affects the other Party’s rights or interests without such other Party’s written consent, such consent not to be unreasonably withheld, delayed or conditioned. Each Party shall have the right to decline to defend or to tender defense of any claim described in this Section 7.6 upon reasonable notice to the other Party, including if the other Party fails to agree to a settlement that the declining Party proposes. In the event that it is determined by any court of competent jurisdiction that any Exploitation of a Product, conducted in accordance with the terms and conditions of this Agreement, infringes, or Provention determines reasonably and in good faith that such activities are likely to infringe, any Patent Right, copyright, trademark, data exclusivity right or trade secret right arising under Applicable Law of any Third Party, Provention shall use Commercially Reasonable Efforts to, at its expense: (i) procure a license from such Third Party authorizing Provention to continue to conduct such activity (in which case the royalties payable thereunder may be deducted from royalties otherwise due to MacroGenics hereunder to the extent permitted by Sections 6.4(b) and 6.5 hereof); or (ii) modify such activity so as to render it non-infringing. In the event that Provention decides that neither of the foregoing alternatives is reasonably available or commercially feasible, Provention may, at its discretion, terminate this Agreement in accordance with Section 10.2.
Settlement; Licenses. Neither Party shall enter into any settlement of any claim described in this Section 12.7 that negatively affects the other Party’s rights or interests without such other Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Each Party shall have the right to decline to defend or to tender defense of any such claim to the other Party upon reasonable notice, including if the other Party fails to agree to a settlement that such Party proposes. In the event that it is determined by any court of competent jurisdiction that the Exploitation of a Product in the Licensed Field in the Ultragenyx Territory, conducted in accordance with the terms and conditions of this Agreement, infringes, or the JSC determines that such activities are likely to infringe, any patent, copyright, trademark, data exclusivity right or trade secret right arising under Applicable Laws of any Third Party, Ultragenyx shall use Commercially Reasonable Efforts to: (i) procure a license from such Third Party authorizing Ultragenyx to continue to conduct such activities; or (ii) modify such activities so as to render it non-infringing.
Settlement; Licenses. Neither Party shall enter into any settlement of any claim described in this Section 9.6 that affects the other Party’s rights or interests without such other Party’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Each Party shall have the right to decline to defend or to tender defense of any such claim to the other Party upon reasonable notice, including if the other Party fails to agree to a settlement that such Party proposes.
Settlement; Licenses. Neither Party will enter into any settlement of any claim described in this Section 8.8 that affects the other Party’s rights or interests with respect to any Product or Modified Product without such other Party’s written consent, which consent will not be unreasonably withheld, delayed or conditioned. Each Party will have the right to decline to defend or to tender defense of any such claim to the other Party upon reasonable notice, including if the other Party fails to agree to a settlement that such Party proposes. In the event that it is determined by any court of competent jurisdiction that the Exploitation of a Product as it exists [*] infringes or misappropriates, or either Party reasonably determines that such activities are likely to infringe or misappropriate, any Patent Right, copyright, trademark, data exclusivity right or Know-How of any Third Party, upon either Party’s request, the Parties will use [*] to: (i) procure from such Third Party, [*], a license authorizing the Parties to continue to conduct such activities; or (ii) modify such activities so as to render them non-infringing or non-misappropriating, in each case ((i) and (ii)) subject to the Parties’ consent rights with respect to settlements as set forth in the first sentence of this Section 8.8. -- [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.
Settlement; Licenses. MacroGenics shall not enter into any settlement of any claim described in this Section 10.6 that affects Company’s rights or interests without Company’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned. For purposes of clarification, MacroGenics shall not be required to obtain Company’s consent to enter into a settlement of a [***] that it elects to settle under Section 10.6(b)(ii), provided that Company is given prior notice of such proposed settlement with a reasonable amount of time to review and comment and, unless such settlement is likely to detrimentally affect Company’s material rights or interest, as communicated to MacroGenics by Company. Except for a settlement of a [***] that MacroGenics declined to defend or settle under Section 10.6(b)(ii), Company shall not enter into any settlement of any claim described in this Section 10.6 that detrimentally affects MacroGenics’ material rights or interests without MacroGenics’ written consent, such consent not to be unreasonably withheld, delayed or conditioned. Each Party shall have the right to decline to defend or to tender defense of any claim described in this Section 10.6 upon reasonable notice to the other Party, including if the other Party fails to agree to a settlement that the declining Party proposes. In the event that it is determined by any court of competent jurisdiction that the research, Development, Manufacture, or Commercialization of a Product, conducted in accordance with the terms and conditions of this Agreement, infringes, or Company determines reasonably and in good faith that such activities are likely to infringe, any Patent, copyright, trademark, data exclusivity right or trade secret right arising under Applicable Law of any Third Party, Company shall use Commercially Reasonable Efforts to: [***]. To the extent such a license relates to the Commercialization of a Product, the cost of such license shall be considered a Third Party Obligation and allocated between the Parties in accordance with Section 9.10. In the event that Company decides that neither of the foregoing alternatives is reasonably available or commercially feasible, Company may, at its discretion, terminate this Agreement for the Product affected in accordance with Section 13.2.
Settlement; Licenses. A Party shall not enter into any settlement of any Infringement Claim that affects the other Party’s rights or interests without the other Party’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned. Each Party shall have the right to decline to defend or to tender defense of any Infringement Claim upon reasonable notice to the other Party, including if the other Party fails to agree to a settlement that the declining Party proposes. In the event that it is determined by any court of competent jurisdiction in response to an Infringement Claim that the Exploitation of a Compound or the Products, conducted in accordance with the terms and conditions of this Agreement, infringes any Patent, copyright, Trademark, data exclusivity right or trade secret right arising under Applicable Law of any Third Party, then notwithstanding anything to the contrary in Section 8.9(b), the Party defending such Infringement Claim shall use Commercially Reasonable Efforts to: (1) negotiate and procure a license from such Third Party authorizing itself and the other Party to continue to conduct such activities (and the costs of such license shall be borne by the Parties as set forth in Section 8.9); or (2) in good faith with the other Party modify such activities so as to render the activities non-infringing.
Settlement; Licenses. Except as otherwise provided in Article 10 (Product Liability, Indemnification and Insurance), neither Party will, without the consent of the other Party, enter into any settlement of any claim described in this Section 8.4 (Infringement of Third Party Rights) that (a) imposes any liability or obligation on such other Party, (b) includes the grant of any license, covenant or other rights to any Third Party that would conflict with or reduce the scope of the subject matter included under the rights and licenses granted to such other Party under this Agreement, or (c) otherwise materially affect the licenses or other rights granted to such other Party hereunder adversely in any respect.
Settlement; Licenses. Neither Party shall enter into any settlement of any claim described in this Section 9.6 that affects the other Party’s rights or interests or the scope of any AMAG Patent and/or Takeda Patent in any material respect without such other Party’s written consent. Each Party shall have the right to decline to defend or to tender defense of any such claim to the other Party upon reasonable notice, including if the other Party fails to agree to a settlement that such Party proposes. If a Party desires to take a license under any applicable Third Party intellectual property rights for the purpose of Developing or Commercializing the Product in the Field, then such Party shall submit the terms of such license to the JSC for review and approval. Any such license agreement will require the applicable Third Party to grant licenses to both Takeda and AMAG for performing their respective obligations and exercising their respective rights in the Licensed Territory under this Agreement, will contain a release of any liabilities accrued prior to the effective date of such license agreement, and will be subject to the mutual agreement of the Parties.
Settlement; Licenses. Except as otherwise provided in Article 13 (Indemnification; Limitation of Liability; Insurance), neither Party will enter into any settlement of any claim described in this Section 14.3.4 (Infringement of Third Party Rights) that affects the other Party’s rights or interests without such other Party’s written consent, such consent not to be unreasonably withheld. Each Party will have the right to decline to defend or to tender the defense of any claim described in this Section 14.3.4 (Infringement of Third Party Rights) upon reasonable written notice to the other Party, including if the other Party fails to agree to a settlement that the declining Party proposes. Except as otherwise provided in Article 13 (Indemnification; Limitation of Liability; Insurance), any settlement or license fees incurred by a Takeda under this Section 14.3.4(c) (Settlement; Licenses) will (i) to the extent attributable to the Takeda Territory, be allocated in accordance with the principle set forth in Section 10.2.5(c) (Third Party Payments) and (ii) to the extent attributable to the Profit-Share Territory, be allocated in accordance with the principle set forth in Section 10.2.1 (Profit and Loss Share), in each case to the extent that the intellectual property that is the subject of such settlement license Covers the making, using, selling, offering for sale, or importing of a Product in the relevant country for which such rights are licensed thereunder.
Settlement; Licenses. Except as otherwise provided in Article 12 (Indemnification; Insurance), neither Party will enter into any settlement of any claim described in this Section 11.7 (Infringement of Third Party Rights) that affects the other Party’s rights or interests without such other Party’s written consent, such consent not to be unreasonably withheld, conditioned, or delayed. Each Party will have the right to decline to defend or to tender the defense of any claim described in this Section 11.7 (Infringement of Third Party Rights) upon reasonable written notice to the other Party, including if the other Party fails to agree to a settlement that the declining Party proposes. Except as otherwise provided in Article 12 (Indemnification; Insurance), any settlement or license fees incurred by [**] under this Section 11.7.3 (Settlement; Licenses) will be allocated in accordance with the principle set forth in 8.6.4(c) (Third Party Payments), to the extent that the Intellectual Property that is the subject of such settlement license Covers the manufacture, use or sale of a Product in the relevant country (or, following LB-001 Option Exercise, LB-001, in the relevant country in Greater China) for which such rights are licensed thereunder.
