Common use of Third Party Infringement Claims Clause in Contracts

Third Party Infringement Claims. If the production, sale or use of the any Licensed Product in or outside the Territory results in a claim, suit or proceeding alleging patent infringement against Licensee or Licensor (or their respective Affiliates, licensees or Sublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Party subject to such Infringement Action shall have the right to direct and control the defense thereof, at its own expense with counsel of its choice; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the Party that is defending the Infringement Action (the “Defending Party”) agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action and the Parties shall reasonably cooperate in the defense of any such suit or Infringement Action. If Licensee is the Defending Party, Licensee agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product or the manufacture, use or sale of the Licensed Product within or outside the Territory, without the prior written consent of Licensor, which shall not be unreasonably withheld or delayed; and similarly if Licensor is the Defending Party, Licensor agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product, or the manufacturing, use or sale of the Licensed Product, in the Territory, without the prior written consent of Licensee, which shall not be unreasonably withheld or delayed.

Third Party Infringement Claims. If the production, sale sale, offer for sale, or use of the any Licensed Compound or Product in or outside the Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against Licensee La Jolla or Licensor BioMarin CF (or their respective Affiliates, licensees or Sublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. The Unless the Parties otherwise agree in writing, each Party subject to such Infringement Action shall have the right to direct and control the defense thereof, at its own expense with counsel of its choicedefend itself against a suit that names such Party as a defendant; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party may participate in the defense and/or settlement thereof, thereof at its own expense with counsel of its choice. In any event, the The Party that who is defending subject to the Infringement Action (the “Defending Party”) agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action and the Parties shall reasonably cooperate in the defense of any such suit or Infringement Action. If Licensee is the Defending Party, Licensee agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product or the manufacture, use or sale of the Licensed Product Compound or Products within or outside the Territory, or that admits the infringement or validity of any Third Party Patent, without the prior written consent approval of Licensorthe other Party, which shall such approval not to be unreasonably withheld or delayed; withheld. In any event, each Party shall reasonably assist the other Party and similarly if Licensor cooperate in connection with any litigation in which such Party is not that named as a defendant, at the Defending defending Party’s request and expense. Further, Licensor the Party that is subject to the Infringement Action agrees not to settle keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action, or make . The out-of-pocket costs incurred by the Parties in defending an Infringement Action (other than any admissions or assert any position in such Infringement Action, in a manner that would adversely affect expenses incurred by the Licensed Product, or the manufacturing, use or sale of the Licensed Product, Party who has elected to participate in the Territory, without defense and/or settlement thereof at its own expense with counsel of its choice as provided above) shall in accordance with this Section 11.4 shall be shared as Other Operating Expense pursuant to the prior written consent of Licensee, which shall not be unreasonably withheld or delayedFinancial Appendix.

Third Party Infringement Claims. If the production, sale or use of the Compound or any Licensed Product in or outside the Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against Licensee XenoPort or Licensor GSK (or their respective Affiliates, licensees or Sublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Party subject to such Infringement Action shall have the right first right, but not the obligation, to direct and control the defense thereof, at its own expense with counsel of its choice; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party may participate in the defense and/or settlement thereof, thereof at its own expense with counsel of its choice. In any event, the Party that is defending subject to the Infringement Action (the “Defending Party”) agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action and the Parties shall reasonably cooperate in the defense of any such suit or Infringement Action. If Licensee The Party who is subject to the Defending Party, Licensee Infringement Action agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product Compound or the manufacture, use or sale of the Licensed Compound or any Product within or outside the Territory, without the prior written consent of Licensorthe other Party, which shall not be unreasonably withheld or delayed; . GSK may [… * …]. As used herein, “Damages” shall mean out-of-pocket costs incurred by GSK, including reasonable attorney’s fees, damages and similarly if Licensor other liabilities that are part of any final judgment awarded against GSK, and any amounts paid by GSK in a settlement of the action that is the Defending Partyapproved by XenoPort, Licensor agrees such approval not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product, or the manufacturing, use or sale of the Licensed Product, in the Territory, without the prior written consent of Licensee, which shall not be unreasonably withheld or delayed. The Parties shall assist one another and cooperate in any such action at the other’s reasonable request.

Third Party Infringement Claims. If a Third Party Infringement Claim occurs in the production, sale Territory with respect to one or use more elements of the any RLS Licensed Product Technical Information or RLS Licensed Software, or in Teletrac's opinion is likely to occur, Teletrac will use reasonable commercial efforts, at its option and expense, either to challenge such Third Party Infringement Claim or outside the Territory results in a claim, suit or proceeding alleging patent infringement against otherwise procure for Licensee or Licensor (or their respective Affiliates, licensees or Sublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Party subject to such Infringement Action shall have the right to direct continue to use, maintain and control provide support for the defense thereofRadio Location System, or to replace or modify the alleged infringing element so that such element becomes non-infringing, provided that such replacement or modification does not materially affect performance of the Radio Location System. If Teletrac has spent, or anticipates that it will be required to spend, more than U.S. $100,000 for such efforts, then Teletrac may give Licensee a ninety (90) day option to pursue such efforts on its own and at its own expense with counsel expense. If Licensee elects to pursue such efforts on its own, then Licensee may deduct from the Annual Royalty Payments due to Teletrac in the future, the reasonable expenses Licensee has incurred in obtaining non-infringing elements, up to a maximum amount of U.S.$250,000. If Licensee has not elected to pursue such efforts on its choice; providedown within such ninety (90) day option period, however, that then Licensee must notify Teletrac in writing either (i) that this License Agreement shall continue in full force and effect without regard to such Third Party Infringement Claim and without any reduction in the Annual Royalty Payment, or (ii) that Licensee elects to terminate this License Agreement due to such Third Party Infringement Claim, which shall be deemed to be a termination under Section 7.1. If the use of any RLS Licensed Software or RLS Licensed Technical Information is enjoined and the foregoing remedies cannot reasonably be accomplished, or if such Infringement Action involves the Territory, Licensee shall have elects to continue this License Agreement but fails to procure the right to assume use the defense thereof in infringing element or to replace or modify the Territory infringing element so that it becomes non-infringing, then Teletrac may require the return of the infringing RLS Licensed Software or RLS Licensed Technical Information, and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the Licensee's right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if use such Infringement Action involves both the Territory and Japan, the Parties RLS Licensed Software or RLS Licensed Technical Information shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party may participate in the defense and/or settlement thereof, at its own expense with counsel of its choicethereupon terminate. In no event shall Teletrac have any event, the Party that is defending the Infringement Action (the “Defending Party”) agrees obligation to keep the other Party hereto reasonably informed of all material developments in connection with repay or refund any such Infringement Action and the Parties shall reasonably cooperate in the defense of any such suit or Infringement Action. If Licensee is the Defending Party, Licensee agrees not amounts previously paid to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product or the manufacture, use or sale of the Licensed Product within or outside the Territory, without the prior written consent of Licensor, which shall not be unreasonably withheld or delayed; and similarly if Licensor is the Defending Party, Licensor agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product, or the manufacturing, use or sale of the Licensed Product, in the Territory, without the prior written consent of it by Licensee, which shall not be unreasonably withheld or delayed.

Third Party Infringement Claims. If a Party becomes aware of any Third Party claim that the productiondevelopment, sale manufacture or use Commercialization of the any a Licensed Product infringes the Patent Rights of any Third Party in or outside the Territory results in a claim, suit or proceeding alleging patent infringement against Licensee or Licensor (or their respective Affiliates, licensees or Sublicensees) (collectively, a “Third Party Infringement ActionsClaim”), such Party shall promptly notify the other Party hereto in writing. The Chromocell shall have the right, within thirty (30) days after receiving written notice of a Third Party subject Infringement Claim, to assume the defense thereof, as well as the right to take other appropriate action that it believes is reasonably required to defend any such actual or threatened claim of infringement; provided that any counterclaims shall be handled in accordance with the enforcement provision of Section 6.4.2; and provided, further, (a) that Benuvia and its counsel (at the sole cost and expense of Benuvia) may participate in (but not control the conduct of) the defense of such Third Party Infringement Claim; and (b) that no settlement of any such Third Party Infringement Claim shall be entered into unless Benuvia shall have consented to such settlement in writing (which consent shall not be unreasonably withheld, conditioned or delayed). If Chromocell assumes the defense of a Third Party Infringement Action Claim, Chromocell shall (w) conduct the defense of the Third Party Infringement Claim in good faith, (x) have the right to direct and control the defense thereof, at its own expense with appoint lead counsel of its choice; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the Party that is defending the Infringement Action (the “Defending Party”) agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action and the Parties shall reasonably cooperate in the defense of any such suit or Infringement Action. If Licensee is lawsuit and to control the Defending Partylitigation, Licensee agrees not to settle such Infringement Action, or make any admissions or assert any position (y) be responsible for all legal fees and costs in such litigation (other than Benuvia’s counsel and other legal fees incurred by Benuvia), and (z) be responsible for any and all financial compensation for damages awarded therein subject to indemnification obligations by Benuvia of Chromocell if and to the extent that any Third Party Infringement Action, Claim is upheld based on actions of Benuvia. In order for Benuvia to have an opportunity to effectively participate in a manner that would adversely affect the Licensed Product or the manufacture, use or sale defense of the Licensed Product within Third Party Infringement Claim, Chromocell shall (1) ensure that its counsel, upon reasonable request by Benuvia in writing, provides Benuvia or outside its counsel promptly with copies of requested pleadings and written claims, demands, notices or other documents obtained in connection with such lawsuit, as permitted by law or otherwise and (2) consider in good faith the Territoryrecommendations made by Benuvia. Benuvia agrees that it shall join such suit if the relevant court would lack jurisdiction if Benuvia was absent from such suit, without the prior written consent of Licensorand Benuvia shall execute such legal papers and cooperate, which shall not be unreasonably withheld or delayed; and similarly if Licensor is the Defending Party, Licensor agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product, or the manufacturing, use or sale of the Licensed Productat Chromocell’s expense, in the Territorydefense of such suit as may be reasonably requested by Xxxxxxxxxx. If Chromocell does not assume the defense of the Third Party Infringement Claim as set forth in this Section 6.5, without Benuvia shall (A) have the prior written right but not the obligation to appoint lead counsel in the defense of any such lawsuit and to control the litigation, (B) be responsible for all legal fees and costs in such litigation (other than Chromocell’s counsel), and (C) be responsible for any and all financial compensation for damages awarded therein subject to indemnification obligations by Chromocell of Benuvia if and to the extent that any Third Party Infringement Claim is upheld based on actions of Chromocell. Chromocell agrees that it shall join such suit if the relevant court would lack jurisdiction if Chromocell, its Affiliates and/or Chromocell Sublicensees was absent from such suit, and Chromocell, its Affiliates and/or Chromocell Sublicensees shall execute such legal papers and cooperate, at Benuvia’s expense, in the defense of such suit as may be reasonably required by Benuvia. For the avoidance of doubt, if Benuvia assumes the defense of a Third Party Infringement Claim, Chromocell and its counsel (at the sole expense of Chromocell) may participate in (but not control the conduct of) the defense of such Third Party Infringement Claim. In any case, no settlement of any such Third Party Infringement Claim shall be entered into unless Benuvia first consults with and solicits input in writing from Chromocell regarding the terms of any such settlement and obtains Chromocell’s consent of Licenseeto such settlement, which shall such consent not to be unreasonably withheld withheld, conditioned or delayed. Further, Benuvia shall (1) ensure that its counsel, upon reasonable request by Xxxxxxxxxx in writing, provides Chromocell or its counsel promptly with copies of requested pleadings and written claims, demands, notices or other documents obtained in connection with such lawsuit, as permitted by law or otherwise and (2) consider in good faith the recommendations made by Chromocell.

Third Party Infringement Claims. If the productionManufacture, use or sale or use of the any Licensed Product Products in or outside the Field in the 3D Medicines Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against Licensee Aravive or Licensor 3D Medicines (or their respective Affiliates, licensees or Sublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Subject to Article 11, the Party subject to such for which the Infringement Action is brought against (the “Accused Party”) shall have the right to direct and control the defense thereofof such Infringement Action, at its own expense with counsel of its choice; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the Accused Party that is defending the Infringement Action (the “Defending Party”) agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action for which the Accused Party exercises its right to direct and control the Parties shall reasonably cooperate in the defense of any such suit or Infringement Actiondefense. If Licensee is the Defending Party, Licensee The Accused Party agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product rights or the manufacture, use or sale interests of the Licensed Product within or outside the Territoryother Party, without the prior written consent of Licensorthe other Party, which shall not be unreasonably withheld or delayed; . Subject to Article 11, if the Accused Party does not exercise its right to direct and similarly if Licensor control the defense of an Infringement Action that is brought against the Defending other Party, Licensor agrees then the other Party shall have such right and it shall agree to keep the Accused Party reasonably informed of all material developments in connection with such Infringement Action and it shall not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would materially adversely affect the Licensed Product, rights or the manufacturing, use or sale interests of the Licensed Product, in the TerritoryAccused Party, without the prior written consent of Licenseethe Accused Party, which shall not be unreasonably withheld or delayed.

Third Party Infringement Claims. If the production, sale or use of the any Licensed Compound or Product in or outside the Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against Licensee XenoPort or Licensor Astellas (or their respective Affiliates, licensees Affiliates or SublicenseesSubdistributors) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Party subject to such Infringement Action shall have the right to direct and control the defense thereofthereof (including the conclusion of a potential settlement, but limited to the rights granted pursuant to this Agreement) using counsel reasonably acceptable to the other Party, and the Infringement Action shall be at its own the expense with counsel of its choicethe Party subject to such Infringement Action; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party may participate in the defense and/or settlement thereof, thereof at its own expense with counsel of its choice. In any event, the Party that is defending subject to the Infringement Action (the “Defending Party”) agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action and the Parties shall reasonably cooperate in the defense of any such suit or Infringement Action. If Licensee is the Defending Party, Licensee Astellas agrees not to settle such any Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product or the manufacture, use or sale of the Licensed Product within thereof in or outside the Territory, without the prior written consent of Licensor, which shall not be unreasonably withheld or delayed; and similarly if Licensor is the Defending Party, Licensor XenoPort. XenoPort agrees not to settle such any Infringement Action, or make any admissions or assert any position in such Infringement Action, Action in a manner that would adversely affect the Licensed Product, Product or the manufacturingmanufacture, use or sale of the Licensed Product, thereof in the Territory, without the prior written consent of LicenseeAstellas. Astellas may treat its Damages from such Infringement Action as Third Party Royalties under Section 7.3.1 above, which and XenoPort may treat its Damages from such Infringement Action as payments for Third Party IP under Section 2.5 above. As used herein, “Damages” shall mean out-of-pocket costs incurred by a Party, including reasonable attorney’s fees, damages and other liabilities that are part of any final judgment awarded against such Party, and any amounts paid by such Party in a settlement of the action that is approved by the other Party, such approval not to be unreasonably withheld or delayed.

Third Party Infringement Claims. If the productionManufacture, use or sale or use of the any Licensed Product Products in or outside the Field in the Terns Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against Licensee Genfit or Licensor Terns (or their respective Affiliates, licensees or Sublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Subject to Article 11, the Party subject to such for which the Infringement Action is brought against (the “Accused Party”) shall have the right to direct and control the defense thereofof such Infringement Action, at its own expense with counsel of its choice; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the Accused Party that is defending the Infringement Action (the “Defending Party”) agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action for which the Accused Party exercises its right to direct and control the Parties shall reasonably cooperate in the defense of any such suit or Infringement Actiondefense. If Licensee is the Defending Party, Licensee The Accused Party agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product rights or the manufacture, use or sale interests of the Licensed Product within or outside the Territoryother Party, without the prior written consent of Licensorthe other Party, which shall not be unreasonably withheld or delayed; . Subject to Article 11, if the Accused Party does not exercise its right to direct and similarly if Licensor control the defense of an Infringement Action that is brought against the Defending other Party, Licensor agrees then the other Party shall have such right and it shall agree to keep the Accused Party reasonably informed of all material developments in connection with such Infringement Action and it shall not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would materially adversely affect the Licensed Product, rights or the manufacturing, use or sale interests of the Licensed Product, in the TerritoryAccused Party, without the prior written consent of Licenseethe Accused Party, which shall not be unreasonably withheld or delayed. Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed.

Third Party Infringement Claims. If the productionmanufacture, sale or use of the any Licensed Product Products in or outside the Field in the Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent Patent infringement against Licensee KemPharm or Licensor (Company, or their respective Affiliates, licensees or Sublicensees) Sublicensees (collectivelyeach, an “Infringement ActionsAction”), such Party shall promptly notify the other Party hereto in writing. Company shall have the right, [*****], but not the obligation, to defend any Infringement Action and to compromise or settle such Infringement Action. If Company declines or fails to assert its intention to defend such Infringement Action within [*****] days after sending (in the event that KemPharm is the notifying Party) or receipt (in the event that Company is the notifying Party) of notice under this Section 9.4, then KemPharm shall have the right to defend such Infringement Action. The Party subject to defending such Infringement Action shall have the sole and exclusive right to direct and control select counsel for such Infringement Action. Each Party shall share with the other Party all Information available to it regarding such Infringement Actions, pursuant to a mutually agreeable “common defense thereofagreement” executed by the Parties under which the Parties agree to their shared, at its own expense with counsel mutual interest in the outcome of its choiceany such Infringement Actions; provided, however, that (i) if such Infringement Action involves the Territory, Licensee no Party shall have the right be required to assume the defense thereof in the Territory and disclose Information to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party may participate in to the defense and/or settlement thereof, at its own expense with counsel extent such disclosure would cause the loss of its choiceattorney/client privilege. In any event, the Neither Party that is defending the Infringement Action (the “Defending Party”) agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action and the Parties shall reasonably cooperate in the defense of any such suit or Infringement Action. If Licensee is the Defending Party, Licensee agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would materially adversely affect the Licensed Product rights or the manufacture, use or sale interests of the Licensed Product within or outside the Territoryother Party hereunder, without the prior written consent of Licensorthe other Party, which shall not be unreasonably withheld or delayed. For clarity, the foregoing sentence shall not serve to limit or condition Company’s exercise of its rights under Section 8.5(d)(iii). Subject to the respective indemnity obligations of the Parties set forth in Article 11, the Party controlling the defense of the Infringement Action shall pay all costs associated with such Infringement Action other than the expenses of the other Party if the other Party elects to join such Infringement Action (as provided in the last sentence of this Section 9.4); and similarly if Licensor is provided, that, without limitation of KemPharm’s indemnification obligations under Article 11, [*****]. Each Party shall have the Defending right to join an Infringement Action defended by the other Party, Licensor agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product, or the manufacturing, use or sale of the Licensed Product, in the Territory, without the prior written consent of Licensee, which shall not be unreasonably withheld or delayedat its own expense.

Third Party Infringement Claims. If the productionManufacture, use or sale or use of the any Licensed Product Products in or outside the Field in the Advaccine Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against Licensee Inovio or Licensor Advaccine (or their respective Affiliates, licensees or Sublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Subject to Article 11, the Party subject to such for which the Infringement Action is brought against (the “Accused Party”) shall have the right to direct and control the defense thereofof such Infringement Action, at its own expense with counsel of its choice; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the Accused Party that is defending the Infringement Action (the “Defending Party”) agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action for which the Accused Party exercises its right to direct and control the Parties shall reasonably cooperate in the defense of any such suit or Infringement Actiondefense. If Licensee is the Defending Party, Licensee The Accused Party agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product rights or the manufacture, use or sale interests of the Licensed Product within or outside the Territoryother Party, without the prior written consent of Licensorthe other Party, which shall not be unreasonably withheld or delayed; . Subject to Article 11, if the Accused Party does not exercise its right to direct and similarly if Licensor control the defense of an Infringement Action that is brought against the Defending other Party, Licensor agrees then the other Party shall have such right and it shall agree to keep the Accused Party reasonably informed of all material developments in connection with such Infringement Action and it shall not to settle such Infringement Action, or make any admissions or assert CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED any position in such Infringement Action, in a manner that would materially adversely affect the Licensed Product, rights or the manufacturing, use or sale interests of the Licensed Product, in the TerritoryAccused Party, without the prior written consent of Licenseethe Accused Party, which shall not be unreasonably withheld or delayed.

Third Party Infringement Claims. (a) If the production, sale or use of the any Licensed Product in or outside the Ono Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against Licensee or Licensor Array and/or Ono (or their respective Affiliates, licensees or Sublicensees) (collectively, “Infringement Actions”), the Party subject to such Party claim, suit or proceeding (“Subject Party”) shall promptly notify the other Party hereto in writing. The writing and shall discuss with the other Party subject to the strategy for defending such Infringement Action Actions but shall have the right to direct and control the defense thereof, thereof in its sole discretion and at its own expense expense, with counsel of its choice; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the Subject Party that is defending the Infringement Action (the “Defending Party”) agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action and the Parties shall reasonably cooperate in the defense of any such suit or Infringement Action. If Licensee is the Defending Party, Licensee Ono agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed allegedly infringing Product [ * ] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. or the manufactureManufacture, use or sale of such Product in any country of the Licensed Product within or outside the Territoryworld, without the prior written consent of Licensor, which shall not be unreasonably withheld or delayedArray; and similarly if Licensor is the Defending Party, Licensor Array agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed allegedly infringing Product, or the manufacturingManufacture, use or sale of the Licensed such Product, in within the Ono Territory, without the prior written consent of LicenseeOno, which shall not be unreasonably withheld or delayed.

Third Party Infringement Claims. If the production, sale or use of the any Licensed Compound or Product in or outside the Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against Licensee XenoPort or Licensor Astellas (or their respective Affiliates, licensees Affiliates or SublicenseesSubdistributors) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Party subject to such Infringement Action shall have the right to direct and control the defense thereofthereof (including the conclusion of a potential settlement, but limited to the rights granted pursuant to this Agreement) using counsel reasonably acceptable to the other Party, and the Infringement Action shall be at its own the expense with counsel of its choicethe Party subject to such Infringement Action; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party may participate in the defense and/or settlement thereof, thereof at its own expense with counsel of its choice. In any event, the Party that is defending subject to the Infringement Action (the “Defending Party”) agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action and the Parties shall reasonably cooperate in the defense of any such suit or Infringement Action. If Licensee is the Defending Party, Licensee Astellas agrees not to settle such any Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product or the manufacture, use or sale of the Licensed Product within thereof in or outside the Territory, without the prior written consent of Licensor, which shall not be unreasonably withheld or delayed; and similarly if Licensor is the Defending Party, Licensor XenoPort. XenoPort agrees not to settle such any Infringement Action, or make any admissions or assert any position in such Infringement Action, Action in a manner that would adversely affect the Licensed Product, Product or the manufacturingmanufacture, use or sale of the Licensed Product, thereof in the Territory, without the prior written consent of LicenseeAstellas. Astellas may treat its Damages from such Infringement Action as Third Party Royalties under Section 7.3.1 above, which and XenoPort may treat its Damages from such Infringement Action as payments for Third Party IP under Section 2.5 above. As used herein, “Damages” shall mean out-of-pocket costs incurred by a Party, including reasonable attorney’s fees, damages and other liabilities that are part of any final judgment awarded against such Party, and any amounts paid by such Party in a settlement of the action that is approved by the other Party, such approval not to be unreasonably withheld or delayed. * CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Third Party Infringement Claims. If the production, sale or use of the any Licensed Product in or outside the Territory results in a claim, suit or proceeding alleging patent infringement against Licensee or Licensor (or their respective Affiliates, licensees or Sublicensees) (collectively, “Infringement Actions”), such Each Party shall will promptly notify the other Party hereto if a Third Party brings any Action alleging patent infringement by Novartis or Arvinas or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture or Commercialization of any Licensed Product (any such action, an “Infringement Claim”) in writingthe Territory. As between the Parties, (a) Novartis will have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim in the Territory with respect to Novartis’ and its Affiliates’ and Sublicensees’ activities, at [**], and (b) Arvinas will have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim with respect to Arvinas’ or its Affiliates’ activities, at [**]. Upon the request of the Party controlling the response to the Infringement Claim, [**], the other Party will reasonably cooperate with the controlling Party in the reasonable defense of such Infringement Claim. The other Party subject to such Infringement Action shall will have the right to direct consult with the controlling Party concerning any Infringement Claim and control to participate in and be represented by independent counsel [**] in any associated litigation. If the defense thereofInfringement Claim is brought against both Parties, at its own expense with counsel of its choice; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall then each Party will have the right to assume defend against the defense thereof in Infringement Claim. The Party defending an Infringement Claim under this Section 10.5 will (i) consult with the Territory and other Party as to direct and control the defense thereof, at its own expense with counsel strategy for the prosecution of its choicesuch defense, (ii) if consider in good faith any comments from the other Party with respect thereto and (iii) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Action involves Japan, Licensor shall Claim will have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if settle such Infringement Action involves both the Territory and JapanClaim on terms deemed reasonably appropriate by such Party, the Parties provided, that, such settlement shall cooperate in good faith with respect to their respective defenses not incur liability of such Infringement Actions, and (iv) in all cases the other Party may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the Party that is defending the Infringement Action (the “Defending Party”) agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action and the Parties shall reasonably cooperate in the defense of any such suit or Infringement Action. If Licensee is the Defending Party, Licensee agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would otherwise adversely affect the Licensed Product or the manufacture, use or sale rights of the Licensed Product within or outside the Territoryother Party, without the other Party’s prior written consent of Licensor, which shall not be unreasonably withheld or delayed; and similarly if Licensor is the Defending Party, Licensor agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product, or the manufacturing, use or sale of the Licensed Product, in the Territory, without the prior written consent of Licensee, which shall not be unreasonably withheld or delayed.consent. 10.6

Third Party Infringement Claims. If the production, sale or Licensee shall promptly notify Licensor in writing of any claims that Licensee’s use of the Technology, Licensor Patent Rights and/or Licensor Know-How infringes or improperly or unlawfully uses the proprietary rights of any Licensed Product in or outside the Territory results in a claim, suit or proceeding alleging patent infringement against Licensee or Licensor (or their respective Affiliates, licensees or Sublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writingThird Party. The Party subject to such Infringement Action shall have the right to direct and control the defense thereof, at its own expense with counsel of its choice; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right sole right, but not the obligation, to assume the defense thereof within Japan take all such steps and proceedings and to direct do all other acts and control things as may in Licensor’s sole discretion be necessary to defend such claims and Licensee shall permit Licensor to have the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the Party that is defending the Infringement Action (the “Defending Party”) agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action and the Parties shall reasonably cooperate in the defense sole conduct of any such suit steps and proceedings, including the right to settle them (whether or Infringement Action. If not Licensee is a party to them) provided that Licensor shall have no right to defend or settle any claims directed to the Defending PartyProduct or Antibody, Licensee agrees either alone or in combination with the Technology where the Product or Antibody infringes any Third Party intellectual property rights without Licensee’s written consent ( not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product or the manufacture, use or sale of the Licensed Product within or outside the Territory, without the prior written consent of Licensor, which shall not be unreasonably withheld or delayed; ). Licensee hereby agrees to co-operate fully as is reasonably necessary with Licensor, at Licensor’s sole cost and similarly if expense, including lending its name to the proceedings as may be necessary. Licensor is shall be entitled to retain any and all monies received from such proceedings, after first reimbursing Licensee for any expenses of Licensee due pursuant to this Section 8.4. For clarity no Party shall enter into any settlement of any claim described in this Section 8.4 that adversely affects another Party’s proprietary rights, that requires another Party to pay money to a Third Party or that imposes liability on another Party without the Defending other Party, Licensor agrees ’s written consent such consent not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product, or the manufacturing, use or sale of the Licensed Product, in the Territory, without the prior written consent of Licensee, which shall not be unreasonably conditioned, withheld or delayed.

Third Party Infringement Claims. If the productionmanufacture, sale or use of the any Licensed Product Products in or outside the Field in the Collaboration Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against Licensee KemPharm or Licensor (KVK, or their respective Affiliates, licensees or Sublicensees) sublicensees (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Party subject to such Infringement Action KemPharm shall have the right to direct and control the defense thereofof such Infringement Action, at its own expense [*] with counsel of its choice; provided, however, that (i) if such Infringement Action involves the TerritoryKVK has not been named as a defendant, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party KVK may participate in the defense and/or settlement thereof, at its own expense [*] with counsel of its choice. If KVK has been named as a defendant, KemPharm shall, whether through its own counsel or separate counsel in the event of a conflict, defend KVK [*], with regard solely to said Third Party Infringement Claims. In any event, the Party that is defending the Infringement Action (the “Defending Party”) KemPharm agrees to keep the other Party hereto KVK reasonably informed of all material developments in connection with any such Infringement Action for which KemPharm exercises its right to direct and control the defense and shall provide any additional information about the Infringement Action that KVK reasonably requests. Each Party shall share with the other Party all Information available to it regarding such Infringement Actions, pursuant to a mutually agreeable “common defense agreement” executed by the Parties shall reasonably cooperate under which the Parties agree to their shared, mutual interest in the defense outcome of any such suit or Infringement ActionActions. If Licensee is the Defending Party, Licensee KemPharm agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would materially adversely affect the Licensed Product rights or the manufacture, use or sale interests of the Licensed Product within or outside the TerritoryKVK, without the prior written consent of LicensorKVK, which shall not be unreasonably withheld or delayed; and similarly if Licensor . If a license from a Third Party is the Defending Party, Licensor agrees not reasonably required in order for KVK to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect Commercialize the Licensed ProductProducts or otherwise perform its obligations under this agreement, the Parties shall mutually agree on such license and negotiate in good faith as to the allocation of such license. The JSC shall review the Third-Party licensed IP expenses at least annually. Notwithstanding the foregoing, under no circumstances shall KVK be responsible or the manufacturing, pay for any licensing fees related to use or sale (i) prior to the Effective Date, (ii) after the Term of this Agreement, (iii) outside of the Licensed ProductField, in or (iv) outside of the Collaboration Territory, without the prior written consent of Licensee, which shall not be unreasonably withheld or delayed.

Third Party Infringement Claims. If the productionManufacture, use or sale or use of the any Licensed Product Products in or outside the Field in the Advaccine Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against Licensee Inovio or Licensor Advaccine (or their respective Affiliates, licensees or Sublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Subject to Article 11, the Party subject to such for which the Infringement Action is brought against (the “Accused Party”) shall have the right to direct and control the defense thereofof such Infringement Action, at its own expense with counsel of its choice; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the Accused Party that is defending the Infringement Action (the “Defending Party”) agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action for which the Accused Party exercises its right to direct and control the Parties shall reasonably cooperate in the defense of any such suit or Infringement Actiondefense. If Licensee is the Defending Party, Licensee The Accused Party agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product rights or the manufacture, use or sale interests of the Licensed Product within or outside the Territoryother Party, without the prior written consent of Licensorthe other Party, which shall not be unreasonably withheld or delayed; . Subject to Article 11, if the Accused Party does not exercise its right to direct and similarly if Licensor control the defense of an Infringement Action that is brought against the Defending other Party, Licensor agrees then the other Party shall have such right and it shall agree to keep the Accused Party reasonably informed of all material developments in connection with such Infringement Action and it shall not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would materially adversely affect the Licensed Product, rights or the manufacturing, use or sale interests of the Licensed Product, in the TerritoryAccused Party, without the prior written consent of Licenseethe Accused Party, which shall not be unreasonably withheld or delayed.

Third Party Infringement Claims. If the production, sale or use of the any Licensed Product in or outside the Harmony Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against Licensee Bioprojet or Licensor Harmony (or their respective Affiliates, licensees or Sublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Party subject to such Infringement Action shall have the right to direct and control the defense thereof, at its own expense with counsel of its choice; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the Party that is defending subject to the Infringement Action (the “Defending Party”) agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action and the Parties shall reasonably cooperate in the defense of any such suit or Infringement Action. If Licensee is the Defending Party, Licensee Harmony agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed a Product or the manufacture, use or sale of the Licensed a Product within or outside the Harmony Territory, without the prior written consent of LicensorBioprojet, which shall not be unreasonably withheld withheld, conditioned or delayed; and similarly if Licensor is the Defending Party, Licensor Bioprojet agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed a Product, or the manufacturingpackaging, use or sale of the Licensed a Product, in within the Harmony Territory, without the prior written consent of LicenseeHarmony, which shall not be unreasonably withheld withheld, conditioned or delayed.

Third Party Infringement Claims. If the productionDevelopment, sale Manufacture, or use Commercialization of the any Licensed Product in or outside the Field in the Apollomics Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against Licensee GlycoMimetics or Licensor Apollomics (or their respective Affiliates, licensees or Sublicenseessublicensees) (collectively, “Third Party Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Party subject to such Infringement Action GlycoMimetics shall have the right right, but not the obligation, to direct and control the defense thereofof such Third Party Infringement Action, at its own expense with counsel of its choice; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party Apollomics may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the Party that is defending the Infringement Action (the “Defending Party”) GlycoMimetics agrees to keep the other Party hereto Apollomics reasonably informed of all material developments in connection with any such Third Party Infringement Action for which GlycoMimetics exercises its right to direct and control the Parties shall reasonably cooperate in the defense of any such suit or Infringement Actiondefense. If Licensee is the Defending Party, Licensee GlycoMimetics agrees not to settle such Third Party Infringement Action, or make any admissions or assert any position in such Third Party Infringement Action, in a manner that would materially adversely affect the Licensed Product rights or the manufacture, use or sale interests of the Licensed Product within or outside the TerritoryApollomics, without the prior written consent of LicensorApollomics, which shall not be unreasonably withheld or delayed; . If GlycoMimetics does not exercise its right to direct and similarly if Licensor control the defense of a Third Party Infringement Action that is the Defending Partybrought against Apollomics, Licensor agrees then Apollomics shall have such right at its own expense and to use counsel of its choice, and it shall agree to keep GlycoMimetics reasonably informed of all material developments in connection with such Third Party Infringement Action, and it shall not to settle such Third Party Infringement Action, or make any admissions or assert any position in such Third Party Infringement Action, in a manner that would materially adversely affect the Licensed Product, rights or the manufacturing, use or sale interests of the Licensed Product, in the TerritoryGlycoMimetics, without the prior written consent of LicenseeGlycoMimetics, which shall not be unreasonably withheld or delayed. With respect to any Third Party Infringement Action in the Apollomics Territory, the Party controlling the response to the Third Party Infringement Action shall bear all costs of such action. In the event of any recovery in connection with a Third Party Infringement Action, the Parties shall allocate any such recovery in accordance with Section 9.4(d)(i)-(iv), where, solely for the purposes of recovery allocation under this Section 9.5, the controlling Party under this Section 9.5 shall be deemed an “Enforcing Party” and the applicable Third Party Infringement Action resulting in such recovery shall be deemed an “enforcement action” as described in Section 9.4(d)(i)-(iv).

Third Party Infringement Claims. If the productionmanufacture, sale or use of the any Licensed Product Products in or outside the Field in the Luoxin Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against Licensee Synergy or Licensor Luoxin (or their respective Affiliates, licensees or Sublicenseessublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Party subject to such Infringement Action Synergy shall have the right and the obligation to direct and control the defense thereofof such Infringement Action, at its own expense with counsel of its choice; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party Luoxin may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the Party that is defending the Infringement Action (the “Defending Party”) Synergy agrees to keep the other Party hereto Luoxin reasonably informed of all material developments in connection with any such Infringement Action for which Synergy exercises its right to direct and control the Parties shall reasonably cooperate in the defense of any such suit or Infringement Actiondefense. If Licensee is the Defending Party, Licensee Synergy agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would materially adversely affect the Licensed Product rights or the manufacture, use or sale interests of the Licensed Product within or outside the TerritoryLuoxin, without the prior written consent of LicensorLuoxin, which shall not be unreasonably withheld or delayed; . If Synergy does not direct and similarly if Licensor control the defense of an Infringement Action that is the Defending Partybrought against Luoxin in a timely manner, Licensor agrees then Luoxin shall have such right and it shall agree to keep Synergy reasonably informed of all material developments in connection with such Infringement Action and it shall not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would materially adversely affect the Licensed Product, rights or the manufacturing, use or sale interests of the Licensed Product, in the TerritorySynergy, without the prior written consent of LicenseeSynergy, which shall not be unreasonably withheld or delayed. [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

Third Party Infringement Claims. If a Third Party sues a Party (the production“Sued Party”) alleging that the Sued Party’s, sale or use the Sued Party’s Sublicensee’s, Development, Manufacture or Commercialization of the any Licensed Product in the Otsuka Territory infringes or outside the Territory results in a claim, suit will infringe such Third Party’s Patent Rights or proceeding alleging patent infringement against Licensee misappropriates or Licensor will misappropriate such Third Party’s Know-How (or their respective Affiliates, licensees or Sublicensees) (collectively, “Third Party Infringement ActionsSuit”), such then the Sued Party shall promptly notify the other Party hereto in writingof such Third Party Infringement Suit. The Parties shall promptly meet to consider the appropriate course of action and may, if appropriate, agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such Third Party subject to Infringement Suit. Absent such agreement, the Sued Party shall defend the Third Party Infringement Action Suit; provided that Section 9.4 shall have govern the right of Otsuka to direct and control assert a counterclaim of infringement of any Perception Patent Rights, Joint Patent Rights or Otsuka Product Improvement Patents. At the defense thereofSued Party’s request [***], at its own expense with counsel of its choice; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party may participate will provide reasonable assistance to the Sued Party in connection with the Sued Party’s defense and/or settlement thereof, at its own expense with counsel of its choiceany such Third Party Infringement Suit. In any eventIf the other Party has not joined in such Third Party Infringement Suit, the Sued Party that is defending the Infringement Action (the “Defending Party”) agrees to will keep the other Party hereto reasonably informed on a Calendar Quarter basis prior to and during the pendency of such Third Party Infringement Suit. The Sued Party will not enter into any settlement of any Third Party Infringement Suit that is instituted or threatened to be instituted against the other Party without the other Party’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; except that, such consent will not be required if such settlement includes a release of all material developments liability in connection with favor of the other Party. Further, the Sued Party shall not settle or compromise any such Third Party Infringement Action and the Parties shall reasonably cooperate Suit, or knowingly take any other action in the defense of any such suit or Infringement Action. If Licensee is the Defending Party, Licensee agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Actioncourse thereof, in a manner that would materially adversely affect affects the Licensed Product other Party’s rights or the manufacture, use or sale of the Licensed Product within or outside the Territoryinterests, without the prior written consent of Licensorsuch other Party, which shall such consent not to be unreasonably withheld withheld, conditioned or delayed; . [***]. If, as part of a settlement or compromise of a Third Party Infringement Suit, Otsuka enters into an agreement with a Third Party to obtain a license under or otherwise acquire rights to Third Party Intellectual Property Rights, all payments by Otsuka to such Third Party under such agreement (including all upfront payments, milestone payments, license fees, royalties and similarly if Licensor is other amounts payable to such Third Party for such rights) may be applied to the Defending Party, Licensor agrees not royalty reduction pursuant to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product, or the manufacturing, use or sale of the Licensed Product, in the Territory, without the prior written consent of Licensee, which shall not be unreasonably withheld or delayedSection 8.4.3(c).

Third Party Infringement Claims. If the productionDevelopment, sale Manufacture, or use Commercialization of the any Licensed Product in or outside the Field in the Cutia Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against Licensee Foamix or Licensor Cutia (or their respective Affiliates, licensees or Sublicenseessublicensees) (collectively, “Third Party Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Party subject to such Infringement Action shall have the right to Foamix may direct and control the defense thereofof such Third Party Infringement Action, at its own expense with counsel of its choice; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party Cutia may participate in the defense and/or and settlement thereof, at its own expense with counsel of its choice. In any event, the Party that is defending the Infringement Action (the “Defending Party”) agrees to Foamix shall keep the other Party hereto Cutia reasonably informed of all material developments in connection with any such Third 222330578 v11 Party Infringement Action for which Foamix exercises its right to direct and control the Parties shall reasonably cooperate in the defense of any such suit or Infringement Actiondefense. If Licensee is the Defending Party, Licensee Foamix agrees not to settle such Third Party Infringement Action, or make any admissions or assert any position in such Third Party Infringement Action, in a manner that would materially adversely affect the Licensed Product rights or the manufacture, use or sale interests of the Licensed Product within or outside the TerritoryCutia, without the prior written consent of LicensorCutia, which shall not be unreasonably withheld or delayed; . If Foamix does not exercise its right to direct and similarly if Licensor control the defense of a Third Party Infringement Action that is the Defending Partybrought against Cutia, Licensor agrees then Cutia may exercise such right and it shall keep Foamix reasonably informed of all material developments in connection with such Third Party Infringement Action, and it shall not to settle such Third Party Infringement Action, or make any admissions or assert any position in such Third Party Infringement Action, in a manner that would materially adversely affect the Licensed Product, rights or the manufacturing, use or sale interests of the Licensed Product, in the TerritoryFoamix, without the prior written consent of LicenseeFoamix, which shall not be unreasonably withheld or delayed.

Third Party Infringement Claims. If the production, sale or use of the any Licensed Product in or outside the Licensed Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement Infringement (collectively, “Third Party Infringement Actions”) against Licensee OptiNose or Licensor (Avanir or their respective Affiliates, licensees or Sublicensees) (collectively, “Infringement Actions”)sublicensees, such Party shall promptly notify the other Party hereto in writing. The Party subject to such Infringement Action OptiNose shall have the right first right, but not the obligation, to direct and control the defense thereof, at its own expense with counsel of its choice; provided, however, that (i) if such Third Party Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory Actions and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party Avanir may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice; provided, however, that if the Third Party Infringement Action is filed against Avanir, OptiNose shall: (i) notify Avanir of its intention to assume control of the defense and actually initiates the defense of such Third Party Infringement Action within [***] of Avanir or OptiNose first becoming aware of the same; and (ii) indemnify and hold harmless Avanir and the Avanir Indemnitees against any Liabilities arising from such Third Party Infringement Action and/or OptiNose’s control of the defense thereof, [***]. Subject to this Section 9.4 above, the Party subject to such Third Party Infringement Action shall have the first right, but not the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. obligation, to direct and control the defense thereof; provided, however, that the other Party may participate in the defense and/or settlement thereof at its own expense with counsel of its choice. In any event, the Party that is defending subject to the Third Party Infringement Action (or the “Defending Party”Party controlling the defense of the Third Party Infringement Action, as the case may be) agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Third Party Infringement Action. The Party who is subject to the Third Party Infringement Action and (or the Parties shall reasonably cooperate in Party controlling the defense of any such suit or the Third Party Infringement Action. If Licensee is , as the Defending Partycase may be) shall not, Licensee agrees not to [***] settle such Third Party Infringement Action, or make any admissions or assert any position in such Third Party Infringement Action, in a manner that would adversely affect be reasonably likely to: [***]. The Parties shall assist one another and cooperate in any such action at the Licensed Product or the manufacture, use or sale of the Licensed Product within or outside the Territory, without the prior written consent of Licensor, which shall not be unreasonably withheld or delayed; and similarly if Licensor is the Defending Party, Licensor agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product, or the manufacturing, use or sale of the Licensed Product, in the Territory, without the prior written consent of Licensee, which shall not be unreasonably withheld or delayedother’s reasonable request.

Third Party Infringement Claims. If the productionmanufacture, sale or use of the any Licensed Product Products in or outside the Applicable Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against Licensee SAMR or Licensor Aridis (or their respective Affiliates, licensees or Sublicenseessublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Party subject to such Infringement Action SAMR shall have the right to direct and control the defense thereofof such Infringement Action, at its own expense with counsel of its choice; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party Aridis may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the Party that is defending the Infringement Action (the “Defending Party”) SAMR agrees to keep the other Party hereto Aridis reasonably informed of all material developments in connection with any such Infringement Action for which SAMR exercises its right to direct and control the Parties shall reasonably cooperate in the defense of any such suit or Infringement Actiondefense. If Licensee is the Defending Party, Licensee SAMR agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that that, as Aridis notifies SAMR would materially adversely affect the Licensed Product rights or the manufacture, use or sale interests of the Licensed Product within or outside the TerritoryAridis, without the prior written consent of LicensorAridis, which shall not be unreasonably withheld or delayed; . If SAMR does not exercise its right to direct and similarly if Licensor control the defense of an Infringement Action that is the Defending Partybrought against SAMR, Licensor agrees then Aridis shall have such right and it shall agree to keep SAMR reasonably informed of all material developments in connection with such Infringement Action and it shall not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would would, as Aridis notifies SAMR, materially adversely affect the Licensed Product, rights or the manufacturing, use or sale interests of the Licensed Product, in the TerritorySAMR, without the prior written consent of LicenseeSAMR, which shall not be unreasonably withheld or delayed.

Third Party Infringement Claims. If the productionDevelopment, sale Manufacture, or use Commercialization of the any Licensed Product in or outside the Field in the Hansoh Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against Licensee Keros or Licensor Hansoh (or their respective Affiliates, licensees or Sublicenseessublicensees) (collectively, “Third Party Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Party subject to such Infringement Action Hansoh shall have the right right, but not the obligation, to direct and control the defense thereofof such Third Party Infringement Action, at its own expense with counsel of its choice; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party Keros may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the Party that is defending the Infringement Action (the “Defending Party”) Hansoh agrees to keep the other Party hereto Keros reasonably informed of all material developments in connection with any such Third Party Infringement Action for which Hansoh exercises its right to direct and control the Parties shall reasonably cooperate in the defense of any such suit or Infringement Actiondefense. If Licensee is the Defending Party, Licensee Hansoh agrees not to settle such Third Party Infringement Action, or make any admissions or assert any position in such Third Party Infringement Action, in a manner that would materially adversely affect the Licensed Product rights or the manufacture, use or sale interests of the Licensed Product within or outside the TerritoryKeros, without the prior written consent of LicensorKeros, which shall not be unreasonably withheld or delayed; . If Hansoh does not exercise its right to direct and similarly if Licensor control the defense of a Third Party Infringement Action that is the Defending Partybrought against Hansoh, Licensor agrees then Keros shall have such right at its own expense and to use counsel of its choice, and it shall agree to keep Hansoh reasonably informed of all material developments in connection with such Third Party Infringement Action, and it shall not to settle such Third Party Infringement Action, or make any admissions or assert any position in such Third Party Infringement Action, in a manner that would materially adversely affect the Licensed Product, rights or the manufacturing, use or sale interests of the Licensed Product, in the TerritoryHansoh, without the prior written consent of LicenseeHansoh, which shall not be unreasonably withheld or delayed. With respect to any Third Party Infringement Action in the Hansoh Territory, the Party controlling the response to the Third Party Infringement Action shall [***]. In the event of any recovery in connection with a Third Party Infringement Action, the Parties shall allocate any such recovery in accordance with Section 9.4(e)(i)-(ii), where, solely for the purposes of recovery allocation under this Section 9.5, the controlling Party under this Section 9.5 shall be deemed an “Enforcing Party” and the applicable Third Party Infringement Action resulting in such recovery shall be deemed an “Enforcement Action” as described in Section 9.4(e)(i)-(ii).

Third Party Infringement Claims. If the productionManufacture, use or sale or use of the any Licensed Product Products in or outside the Field in the Kaken Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against Licensee Spruce or Licensor Kaken (or their respective Affiliates, licensees or Sublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Subject to Article 11, the Party subject to such for which the Infringement Action is brought against (the “Accused Party”) shall have the right to direct and control the defense thereofof such Infringement Action, at its own expense with counsel of its choice; provided, however, that (i) if such Infringement Action involves the Territory, Licensee shall have the right to assume the defense thereof in the Territory and to direct and control the defense thereof, at its own expense with counsel of its choice, (ii) if such Infringement Action involves Japan, Licensor shall have the right to assume the defense thereof within Japan and to direct and control the defense thereof, at its own expense with counsel of its choice, (iii) if such Infringement Action involves both the Territory and Japan, the Parties shall cooperate in good faith with respect to their respective defenses of such Infringement Actions, and (iv) in all cases the other Party may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the Accused Party that is defending the Infringement Action (the “Defending Party”) agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action for which the Accused Party exercises its right to direct and control the Parties shall reasonably cooperate in the defense of any such suit or Infringement Actiondefense. If Licensee is the Defending Party, Licensee The Accused Party agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Licensed Product rights or the manufacture, use or sale interests of the Licensed Product within or outside the Territoryother Party, without the prior written consent of Licensorthe other Party, which shall not be unreasonably withheld or delayed; . Subject to Article 11, if the Accused Party does not exercise its right to direct and similarly if Licensor control the defense of an Infringement Action that is brought against the Defending other Party, Licensor agrees then the other Party shall have such right and it shall agree to keep the Accused Party reasonably informed of all material developments in connection with such Infringement Action and it shall not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would materially adversely affect the Licensed Product, rights or the manufacturing, use or sale interests of the Licensed Product, in the TerritoryAccused Party, without the prior written consent of Licenseethe Accused Party, which shall not be unreasonably withheld or delayed.