Common use of Third Party Infringement Suits Clause in Contracts

Third Party Infringement Suits. Each of the Parties will promptly notify the other in the event that any Third Party files any suit or brings any other action alleging patent infringement by Pfizer or BioNTech or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture, Commercialization or use of any Candidate or Product or the practice of any BioNTech Technology or Research Program Technology (any such suit or other action referred to herein as an “Infringement Claim”). In the case of any Infringement Claim against Pfizer (including its Affiliates or Sublicensees) alone or against both Pfizer and BioNTech (including its Affiliates), Pfizer will have the right, but not the obligation, to control the defense of such Infringement Claim, including control over any related litigation, settlement, appeal or other disposition arising in connection therewith. BioNTech, upon request of Pfizer, agrees to cooperate with Pfizer at Pfizer’s expense. BioNTech will have the right to consult with Pfizer concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation in which BioNTech is a party at BioNTech’s own expense. If Pfizer elects to control the defense of any Infringement Claim and BioNTech is obligated under Section 11.3 to indemnify Pfizer (including any Pfizer Indemnified Party) with respect to such Infringement Claim, then (a) Pfizer will bear 50% of its own attorneys’ fees incurred in investigating, preparing or defending such Infringement Claim notwithstanding the provisions of Section 11.3 and (b) BioNTech will otherwise indemnify Pfizer and any applicable Pfizer Indemnified Parties to the full extent provided for under Section 11.3. In the case of any Infringement Claim against BioNTech alone, Pfizer will have the right to consult with BioNTech concerning such Infringement Claim and Pfizer, upon request of BioNTech, will reasonably cooperate with BioNTech at BioNTech’s expense. Neither Party will enter into any compromise or settlement in respect of an Infringement Claim admitting or implying that the Development, Manufacture, Commercialization or use of any Candidate or Product or the practice of any BioNTech Technology or Research Program Technology infringes Third Party patents without the other Party’s written consent.

Third Party Infringement Suits. Each of the Parties will promptly notify the other in the event that any Third Party files any suit or brings any other action alleging patent infringement by Pfizer or BioNTech or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture, Commercialization or use of any Candidate or Product or the practice of any BioNTech Technology or Research and Development Program Technology (any such suit or other action referred to herein as an “Infringement Claim”). In the case of any Infringement Claim against Pfizer (including its Affiliates or Sublicensees) alone alone, or against both Pfizer and BioNTech (including its their respective Affiliates), Pfizer will have the right, but not the obligation, to control the defense of such Infringement Claim, including control over any related litigation, settlement, appeal or other disposition arising in connection therewith. BioNTech, upon request of Pfizer, agrees to cooperate with Pfizer at Pfizer’s expense. BioNTech will have the right to consult with Pfizer concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation in which BioNTech is a party at BioNTech’s own expense. If Pfizer elects to control the defense of any Infringement Claim and BioNTech is obligated under Section 11.3 15.3 to indemnify Pfizer (including any Pfizer Indemnified Party) with respect to such Infringement Claim, then (a) Pfizer will bear 50100% of its own attorneys’ fees incurred in investigating, preparing or defending such Infringement Claim notwithstanding the provisions of Section 11.3 15.3 and (b) BioNTech will otherwise indemnify Pfizer and any applicable Pfizer Indemnified Parties to the full extent provided for under Section 11.315.3, provided that Pfizer shall not enter into any compromise or settlement with the Third Party in respect of such Infringement Claim without BioNTech’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) where such compromise or settlement requires the payment of monetary penalty or damages that are indemnified by BioNTech under this Agreement. In the case of any Infringement Claim against BioNTech alone, Pfizer will have the right to consult with BioNTech concerning such Infringement Claim and Pfizer, upon request of BioNTech, will reasonably cooperate with BioNTech at BioNTech’s expense. Neither Party will enter into any compromise or settlement in respect of an Infringement Claim admitting or implying that the Development, Manufacture, Commercialization or use of any Candidate or Product or the practice of any BioNTech Technology or Research and Development Program Technology infringes Third Party patents without the other Party’s written consent.

Third Party Infringement Suits. Each of the Parties will promptly notify the other in the event that any Third Party files any suit or brings any other action alleging patent infringement by Pfizer or BioNTech Sangamo or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture, Commercialization or use of any Candidate Compound or Product or the practice of any BioNTech Technology or Research Program Technology (any such suit or other action referred to herein as an “Infringement Claim”). In the case of any Infringement Claim for which a Party has an obligation to indemnify the other Party pursuant to Section 10.1 or 10.2, the Parties shall comply with the terms of Sections 10.1, 10.2 and 10.3, as applicable. With respect to any other Infringement Claim (a “Non-Indemnified Infringement Claim”) against Pfizer (including its Affiliates or Sublicensees) alone or against both Pfizer and BioNTech (including its Affiliates)alone, Pfizer will have the right, but not the obligation, to control the defense of such Non-Indemnified Infringement Claim, including control over any related litigation, settlement, appeal or other disposition arising in connection therewith. Sangamo, upon request of Pfizer, agrees to cooperate with Pfizer at Pfizer’s expense. Sangamo will have the right to consult with Pfizer concerning any Non-Indemnified Infringement Claim. In the case of any Non-Indemnified Infringement Claim against Sangamo alone, Sangamo will have the right, but not the obligation, to control the defense of such Infringement Claim, including control over any related litigation, settlement, appeal or other disposition arising in connection therewith. BioNTech, upon request of Pfizer, agrees to cooperate with Pfizer at Pfizer’s expense. BioNTech will have the right to consult with Pfizer concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation in which BioNTech is a party at BioNTech’s own expense. If Pfizer elects to control the defense of any Infringement Claim and BioNTech is obligated under Section 11.3 to indemnify Pfizer (including any Pfizer Indemnified Party) with respect to such Infringement Claim, then (a) Pfizer will bear 50% of its own attorneys’ fees incurred in investigating, preparing or defending such Infringement Claim notwithstanding the provisions of Section 11.3 and (b) BioNTech will otherwise indemnify Pfizer and any applicable Pfizer Indemnified Parties to the full extent provided for under Section 11.3. In the case of any Infringement Claim against BioNTech alone, Pfizer will have the right to consult with BioNTech Sangamo concerning such Infringement Claim and Pfizer, upon request of BioNTechSangamo, will reasonably cooperate with BioNTech Sangamo at BioNTechSangamo’s expense. Neither Party will enter into any compromise or settlement in respect of an Infringement Claim admitting or implying that the Development, Manufacture, Commercialization or use of any Candidate or Product or the practice of any BioNTech Technology or Research Program Technology infringes Third Party patents without the other Party’s written consent.

Third Party Infringement Suits. Each of the Parties will shall promptly notify the other in the event that any Third Party files any suit or brings any other action alleging patent infringement by Pfizer Anji Pharma or BioNTech LipimetiX or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture, Commercialization or use of any Candidate Compound or Product or the practice of any BioNTech Technology LipimetiX IP or Research Program Technology Product IP (any such suit or other action referred to herein as an “Infringement Claim”). In the case of any Infringement Claim against Pfizer (including its Affiliates or Sublicensees) an Anji Pharma Related Party alone or against both Pfizer Anji Pharma and BioNTech LipimetiX (including its Affiliates)) in the Territory, Pfizer will Anji Pharma shall have the sole right, but not the obligation, to control the defense of such Infringement Claim, including control over any related litigation, settlement, appeal or other disposition arising in connection therewith, and any such defense shall be at Anji Pharma’s sole cost and expense. BioNTechLipimetiX, upon request of Pfizer, agrees to Anji Pharma will reasonably cooperate with Pfizer Anji Pharma in any litigation associated with any such Infringement Claim, at PfizerAnji Pharma’s sole cost and expense. BioNTech LipimetiX will have the right to consult with Pfizer Anji Pharma concerning any such Infringement Claim and to participate in in, and be represented by independent counsel in in, any associated litigation in which BioNTech LipimetiX is a party party, at BioNTechLipimetiX’s own sole cost and expense. If Pfizer elects to control the defense of any Infringement Claim and BioNTech is obligated under Section 11.3 to indemnify Pfizer (including any Pfizer Indemnified Party) with respect to such Infringement Claim, then (a) Pfizer will bear 50% of its own attorneys’ fees incurred in investigating, preparing or defending such Infringement Claim notwithstanding the provisions of Section 11.3 and (b) BioNTech will otherwise indemnify Pfizer and any applicable Pfizer Indemnified Parties to the full extent provided for under Section 11.3. In the case of any Infringement Claim against BioNTech aloneLipimetiX alone in the Territory, Pfizer will LipimetiX shall have the sole right, but not the obligation, to control the defense of such Infringement Claim, including control over any related settlement or appeal arising in connection therewith, and Anji Pharma, at its sole cost and expense and (a) shall have the right to consult with BioNTech LipimetiX concerning such Infringement Claim and Pfizerand, (b) upon request of BioNTechLipimetiX, will reasonably cooperate with BioNTech LipimetiX at BioNTechLipimetiX’s expense. Neither Party will enter into sole cost and expense (but, for clarity, Anji Pharma shall have no obligation to join any compromise or settlement in respect of an Infringement Claim admitting or implying that the Development, Manufacture, Commercialization or use of any Candidate or Product or the practice of any BioNTech Technology or Research Program Technology infringes Third Party patents without the other Party’s written consentassociated litigation).

Third Party Infringement Suits. Each of the Parties will shall promptly notify the other in the event that any Third Party files any suit or brings any other action alleging patent infringement by Pfizer AMAG or BioNTech Palatin or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture, Commercialization or use of any Candidate Compound, Product, Pharmaceutical Product or Product Delivery Device or the practice of any BioNTech Palatin Technology or Research Program Joint Technology (any such suit or other action referred to herein as an “Infringement Claim”). In the case of any Infringement Claim against Pfizer AMAG (including its Affiliates or Sublicensees) alone or against both Pfizer AMAG and BioNTech Palatin (including its Affiliates), Pfizer will AMAG shall have the right, but not the obligation, at AMAG’s sole cost and expense subject to the provisions of this Section 6.2.5, to control the defense of such Infringement Claim, including control over any related litigation, settlement, appeal or other disposition arising in connection therewith. BioNTechPalatin, upon request of PfizerAMAG, agrees to join in any litigation associated with any Infringement Claim at AMAG’s expense and in any event to reasonably cooperate with Pfizer AMAG at PfizerAMAG’s expenseexpense (in all cases subject to Palatin’s indemnification obligations under Section 10.3). BioNTech Palatin will have the right to consult with Pfizer AMAG concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation in which BioNTech Palatin is a party at BioNTechPalatin’s own expense. AMAG shall not, without the prior written consent of Palatin, enter into any compromise or settlement relating to such litigation that (i) admits the invalidity or unenforceability of any Palatin Patent Right in the Territory or Joint Patent Right anywhere in the world or (ii) requires AMAG or Palatin to abandon or relinquish any Palatin Patent Right in the Territory or Joint Patent Right anywhere in the world. If Pfizer AMAG elects to control the defense of any Infringement Claim and BioNTech Palatin is obligated under Section 11.3 10.3 to indemnify Pfizer AMAG (including any Pfizer AMAG Indemnified Party) with respect to such Infringement Claim, then (a) Pfizer will bear 50% of its own attorneys’ fees incurred in investigating, preparing or defending such Infringement Claim notwithstanding the provisions of Section 11.3 […***…] and (b) BioNTech Palatin will otherwise indemnify Pfizer AMAG and any applicable Pfizer AMAG Indemnified Parties to the full extent provided for under Section 11.310.3. In the case of any Infringement Claim against BioNTech Palatin (including Palatin’s Affiliates) alone, Pfizer will Palatin shall have the right, but not the obligation, at Palatin’s sole cost and expense, to control the defense of such Infringement Claim, including control over any related litigation, settlement, appeal or other disposition arising in connection therewith; provided that Palatin shall not, without the prior written consent of AMAG, enter into any compromise or settlement relating to such litigation that (i) admits the invalidity or unenforceability of any Palatin Patent Right in the Territory or Joint Patent Right anywhere in the world or (ii) requires AMAG or Palatin to abandon or relinquish any Palatin Patent Right in the Territory or Joint Patent Right anywhere in the world. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED. AMAG shall have the right to consult with BioNTech Palatin concerning such Infringement Claim and PfizerAMAG, upon request of BioNTechPalatin, will reasonably cooperate with BioNTech Palatin at BioNTechPalatin’s expense. Neither Party will enter into expense (but AMAG shall have no obligation to join any compromise or settlement in respect of an Infringement Claim admitting or implying that the Development, Manufacture, Commercialization or use of any Candidate or Product or the practice of any BioNTech Technology or Research Program Technology infringes Third Party patents without the other Party’s written consentassociated litigation).

Third Party Infringement Suits. Each of the Parties will promptly notify the other in the event that any Third Party files any suit or brings any other action alleging patent infringement by Pfizer or BioNTech eFFECTOR or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture, Commercialization or use of any Candidate Compound or Product or the practice of any BioNTech eFFECTOR Technology or any Research Program Technology (any such suit or other action referred to herein as an “Infringement Claim”). In the case of any Infringement Claim against Pfizer (including its Affiliates or Sublicensees) alone or against both Pfizer and BioNTech eFFECTOR (including its Affiliates), Pfizer will have the right, but not the obligation, to control the defense of such Infringement Claim, including control over any related litigation, settlement, appeal or other disposition arising in connection therewith. BioNTecheFFECTOR, upon request of Pfizer, agrees to cooperate with Pfizer at Pfizer’s expense. BioNTech eFFECTOR will have the right to consult with Pfizer concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation in which BioNTech eFFECTOR is a party at BioNTecheFFECTOR’s own expense. If Pfizer elects to control the defense of any Infringement Claim and BioNTech is obligated under Section 11.3 to indemnify Pfizer (including any Pfizer Indemnified Party) with respect to such Infringement Claim, then (a) Pfizer will bear 50% of its own attorneys’ fees incurred in investigating, preparing or defending such Infringement Claim notwithstanding the provisions of Section 11.3 and (b) BioNTech will otherwise indemnify Pfizer and any applicable Pfizer Indemnified Parties to the full extent provided for under Section 11.3. In the case of any Infringement Claim against BioNTech eFFECTOR alone, In the case of any Infringement Claim against eFFECTOR alone (including its Affiliates), eFFECTOR will have the right, but not the obligation, to control the defense of such Infringement Claim, including control over any related litigation, settlement, appeal or other disposition arising in connection therewith. Pfizer will have the right to consult with BioNTech eFFECTOR concerning such Infringement Claim and Pfizer, upon request of BioNTecheFFECTOR, will reasonably cooperate with BioNTech eFFECTOR at BioNTecheFFECTOR’s expense. Neither Party will enter into any compromise or settlement in respect of an Infringement Claim admitting or implying that the Development, Manufacture, Commercialization or use of any Candidate or Product or the practice of any BioNTech Technology or Research Program Technology infringes Third Party patents without the other Party’s written consent.

Third Party Infringement Suits. Each of the Parties will promptly notify the other in the event that any Third Party files any suit or brings any other action alleging patent infringement by Pfizer or BioNTech or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture, Commercialization or use of any Candidate or Product or the practice of any BioNTech Technology or Research and Development Program Technology (any such suit or other action referred to herein as an “Infringement Claim”). In the case of any Infringement Claim against Pfizer (including its Affiliates or Sublicensees) alone alone, or against both Pfizer and BioNTech (including its their respective Affiliates), Pfizer will have the right, but not the obligation, to control the defense of such Infringement Claim, including control over any related litigation, settlement, appeal or other disposition arising in connection therewith. BioNTech, upon request of Pfizer, agrees to cooperate with Pfizer at Pfizer’s expense. BioNTech will have the right to consult with Pfizer concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation in which BioNTech is a party at BioNTech’s own expense. If Pfizer elects to control the defense of any Infringement Claim and BioNTech is obligated under Section 11.3 16.3 to indemnify Pfizer (including any Pfizer Indemnified Party) with respect to such Infringement Claim, then (a) Pfizer will bear 50100% of its own attorneys’ fees incurred in investigating, preparing or defending such Infringement Claim notwithstanding the provisions of Section 11.3 16.3 and (b) BioNTech will otherwise indemnify Pfizer and any applicable Pfizer Indemnified Parties to the full extent provided for under Section 11.316.3, provided that Pfizer shall not enter into any compromise or settlement with the Third Party in respect of such Infringement Claim without BioNTech’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) where such compromise or settlement requires the payment of monetary penalty or damages that are indemnified by BioNTech under this Agreement. In the case of any Infringement Claim against BioNTech alone, Pfizer will have the right to consult with BioNTech concerning such Infringement Claim and Pfizer, upon request of BioNTech, will reasonably cooperate with BioNTech at BioNTech’s expense. Neither Party will enter into any compromise or settlement in respect of an Infringement Claim admitting or implying that the Development, Manufacture, Commercialization or use of any Candidate or Product or the practice of any BioNTech Technology or Research and Development Program Technology infringes Third Party patents without the other Party’s written consent.

Third Party Infringement Suits. Each of the Parties will promptly notify the other in the event that any Third Party files any suit or brings any other action alleging patent infringement by Pfizer or BioNTech Valneva or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture, Commercialization or use of any Candidate Vaccine or Product or the practice of any BioNTech Valneva Technology or Research Program Joint Technology (any such suit or other action referred to herein as an “Infringement Claim”). In the case of any Infringement Claim against Pfizer (including its Affiliates or Sublicensees) alone or against both Pfizer and BioNTech Valneva (including its Affiliates), Pfizer will have the right, but not the obligation, to control the defense of such Infringement Claim, including control over any related litigation, settlement, appeal or other disposition arising in connection therewith. BioNTechValneva, upon request of Pfizer, agrees to cooperate with Pfizer at Pfizer’s expense. BioNTech Valneva will have the right to consult with Pfizer concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation in which BioNTech Valneva is a party at BioNTechValneva’s own expense. If Pfizer elects to control the defense of any Infringement Claim and BioNTech Valneva is obligated under Section 11.3 10.3 to indemnify Pfizer (including any Pfizer Indemnified Party) with respect to such Infringement Claim, then (a) Pfizer will bear 50% [***] of its own attorneys’ fees incurred in investigating, preparing or defending such Infringement Claim notwithstanding the provisions of Section 11.3 10.3 and (b) BioNTech Valneva will otherwise indemnify Pfizer and any applicable Pfizer Indemnified Parties to the full extent provided for under Section 11.310.3. In the case of any Infringement Claim against BioNTech Valneva alone, Pfizer will have the right to consult with BioNTech Valneva concerning such Infringement Claim and Pfizer, upon request of BioNTechValneva, will reasonably cooperate with BioNTech Valneva at BioNTechValneva’s expense. Neither Party will enter into any compromise or settlement in respect of an Infringement Claim admitting or implying that the Development, Manufacture, Commercialization or use of any Candidate or Product or the practice of any BioNTech Technology or Research Program Technology infringes Third Party patents without the other Party’s written consent.

Third Party Infringement Suits. Each (a) In the event that either Party or any of its Affiliates becomes aware of an infringement of a Aventis Patent Right, a Regeneron Patent Right, a Joint Patent Right, trademarks, copyrights or any other intellectual property right jointly owned or licensed under this Agreement by a Third Party’s activities in the Territory, the Party that became aware of the Parties will infringement shall promptly notify the other Party in writing of this claim or assertion and shall provide such other Party with all available evidence supporting such known or suspected infringement or unauthorized use. As soon as reasonably practicable after the event that any Third Party files any suit or brings any other receipt of such notice, the Parties shall cause the IPSC to meet and consider the appropriate course of action alleging patent infringement by Pfizer or BioNTech or any of their respective Affiliates or Sublicensees with respect to such infringement. (b) With respect to any infringement by virtue of a Third Party’s activities, (i) Regeneron shall have the Development, Manufacture, Commercialization first right to bring and control any action or proceeding with respect to infringement of any Regeneron Patent Right or of any Joint Patent Right that primarily claims VEGF Trap or a Regeneron VEGF Product (or the making or use thereof), and (ii) Aventis shall have the first right to bring and control any action or proceeding with respect to infringement of any Candidate Aventis Patent Right or Joint Patent Right other than a Joint Patent Right that primarily claims VEGF Trap or a Regeneron VEGF Product (or the practice making or use thereof) (the Party with the first right being referred to as the “Lead Litigation Party”); provided, however, that the Parties shall ensure that there is proper communication and coordination of any BioNTech Technology or Research Program Technology (activities between the parties through the IPSC. If the Lead Litigation Party fails to bring any such suit action or other action referred proceeding with respect to herein as an “Infringement Claim”). In infringement of the case applicable Patent Right by a Third Party within sixty (60) days following notice of any Infringement Claim against Pfizer (including its Affiliates or Sublicensees) alone or against both Pfizer and BioNTech (including its Affiliates)the alleged infringement, Pfizer will have the right, but not the obligation, to control the defense of such Infringement Claim, including control over any related litigation, settlement, appeal or other disposition arising in connection therewith. BioNTech, upon request of Pfizer, agrees to cooperate with Pfizer at Pfizer’s expense. BioNTech will non-Lead Litigation Party shall have the right to consult with Pfizer concerning bring and control any Infringement Claim such action at its own expense (the Party who controls the litigation to be referred to as the “Litigation Party”). The non-Litigation Party will provide reasonable assistance to the Litigation Party in prosecuting any suit, and if required by law, will join in the suit. Although the Litigation Party has the right to participate in and be represented by independent select counsel in any associated litigation in which BioNTech is a party at BioNTech’s own expense. If Pfizer elects to control the defense of any Infringement Claim and BioNTech is obligated under Section 11.3 to indemnify Pfizer (including any Pfizer Indemnified Party) with respect to such Infringement Claim, then (a) Pfizer will bear 50% of its own attorneys’ fees incurred choice, it shall first consult with the other Party through the IPSC and consider in investigating, preparing or defending such Infringement Claim notwithstanding good faith the provisions recommendations of Section 11.3 and (b) BioNTech will otherwise indemnify Pfizer and any applicable Pfizer Indemnified Parties to the full extent provided for under Section 11.3other Party. In the case of any Infringement Claim against BioNTech alone, Pfizer will The non-Litigation Party shall have the right to consult with BioNTech concerning such Infringement Claim (and Pfizerif required by law, upon request will) join 61 in any litigation using counsel of BioNTechits choice at its sole discretion and expense, will reasonably cooperate with BioNTech at BioNTech’s expensesubject to Section 13.1(c). Neither Party will enter into any compromise or settlement in respect of an Infringement Claim admitting or implying that the Development, Manufacture, Commercialization or use The amount of any Candidate or Product or recovery from any such infringement suit shall be shared equally by the practice Parties. (c) All Out-of-Pocket Costs (except for the expenses of any BioNTech Technology or Research Program Technology infringes Third Party patents without the other non-Litigation Party’s written consentcounsel, if any) incurred in connection with any litigation under Section 13.1(b) shall be treated as Shared Promotion Expenses shared between the Parties as set forth herein.

Third Party Infringement Suits. Each of the Parties will shall promptly notify the other in the event that any Third Party files any suit or brings any other action alleging patent infringement by Pfizer Fosun or BioNTech Palatin or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture, Commercialization or use of any Candidate Compound, Product, Pharmaceutical Product or Product Delivery Device or the practice of any BioNTech Palatin Technology or Research Program Technology in the Territory (any such suit or other action referred to herein as an “Infringement Claim”)) or outside the Territory. In the case of any Infringement Claim against Pfizer Fosun (including its Affiliates or Sublicensees) alone or against both Pfizer Fosun and BioNTech Palatin (including its Affiliates), Pfizer will Fosun shall have the right, but not the obligation, at Fosun’s sole cost and expense subject to the provisions of this Section 5.2.6, to control the defense of such Infringement Claim, including control over any related litigation, settlement, appeal or other disposition arising in connection therewith. BioNTechPalatin, upon request of PfizerFosun, agrees to join in any litigation associated with any Infringement Claim at Palatin’s expense and in any event to reasonably cooperate with Pfizer Fosun at PfizerPalatin’s expenseexpense (in all cases subject to Palatin’s indemnification obligations under Section 9.3). BioNTech Palatin will have the right to consult with Pfizer Fosun concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation in which BioNTech Palatin is a party at BioNTechPalatin’s own expense. Fosun shall not, without the prior written consent of Palatin, enter into any compromise or settlement relating to such litigation that (i) admits the invalidity or unenforceability of any Palatin Patent Right in the Territory or (ii) requires Fosun or Palatin to abandon or relinquish any Palatin Patent Right in the Territory. If Pfizer Fosun elects to control the defense of any Infringement Claim and BioNTech Palatin is obligated under Section 11.3 9.3 to indemnify Pfizer Fosun (including any Pfizer Fosun Indemnified Party) with respect to such Infringement Claim, then (a) Pfizer will bear 50% of its own attorneys’ fees incurred in investigating, preparing or defending such Infringement Claim notwithstanding the provisions of Section 11.3 […***…] and (b) BioNTech Palatin will otherwise indemnify Pfizer Fosun and any applicable Pfizer Fosun Indemnified Parties to the full extent provided for under Section 11.39.3. In the case of any Infringement Claim against BioNTech Palatin (including Palatin’s Affiliates) alone, Pfizer will Palatin shall have the right, but not the obligation, at Palatin’s sole cost and expense, to control the defense of such Infringement Claim, including control over any related litigation, settlement, appeal or other disposition arising in connection therewith; provided that Palatin shall not, without the prior written consent of Fosun, enter into any compromise or settlement relating to such litigation that (i) admits the invalidity or unenforceability of any Palatin Patent Right in the Territory or (ii) requires Fosun or Palatin to abandon or relinquish any Palatin Patent Right in the Territory. Fosun shall have the right to consult with BioNTech Palatin concerning such Infringement Claim and PfizerFosun, upon request of BioNTechPalatin, will reasonably cooperate with BioNTech Palatin at BioNTechPalatin’s expense. Neither Party will enter into expense (but Fosun shall have no obligation to join any compromise or settlement in respect of an Infringement Claim admitting or implying that the Development, Manufacture, Commercialization or use of any Candidate or Product or the practice of any BioNTech Technology or Research Program Technology infringes Third Party patents without the other Party’s written consentassociated litigation).

Third Party Infringement Suits. Each of the Parties will shall promptly notify the other in the event that any Third Party files any suit or brings any other action alleging patent infringement by Pfizer or BioNTech Collaborator or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture, Commercialization or use of any Candidate Antibody or Product or the practice of any BioNTech Technology or Research Program Collaborator Technology (any such suit or other action referred to herein as an “Infringement Claim”). In the case of any Infringement Claim against Pfizer (including its Affiliates or Sublicensees) alone or against both Pfizer and BioNTech Collaborator (including its Affiliates), Pfizer will shall have the right, but not the obligation, to control the defense of such Infringement Claim, including control over any related litigation, settlement, appeal or other disposition arising in connection therewith. BioNTechCollaborator, upon request of Pfizer, agrees to join in any litigation associated with any Infringement Claim at Pfizer’s expense and in any event to cooperate with Pfizer at Pfizer’s expense. BioNTech Collaborator will have the right to consult with Pfizer concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation in which BioNTech Collaborator is a party at BioNTechCollaborator’s own expense. If Pfizer elects to control the defense of any Infringement Claim and BioNTech Collaborator is obligated under Section 11.3 10.3 to indemnify Pfizer (including any Pfizer Indemnified Party) with respect to such Infringement Claim, then (a) Pfizer will bear 50% of its own attorneys’ fees incurred in investigating, preparing or defending such Infringement Claim notwithstanding the provisions of Section 11.3 10.3 and (b) BioNTech Collaborator will otherwise indemnify Pfizer and any applicable Pfizer Indemnified Parties to the full extent provided for under Section 11.310.3. In the case of any Infringement Claim against BioNTech Collaborator alone, Pfizer will shall have the right to consult with BioNTech Collaborator concerning such Infringement Claim and Pfizer, upon request of BioNTechCollaborator, will reasonably cooperate with BioNTech Collaborator at BioNTechCollaborator’s expense. Neither Party will enter into expense (but Pfizer shall have no obligation to join any compromise or settlement in respect of an Infringement Claim admitting or implying that the Development, Manufacture, Commercialization or use of any Candidate or Product or the practice of any BioNTech Technology or Research Program Technology infringes Third Party patents without the other Party’s written consentassociated litigation).

Third Party Infringement Suits. Each (a) In the event that either Party or any of its Affiliates becomes aware of an infringement of a Aventis Patent Right, a Regeneron Patent Right, a Joint Patent Right, trademarks, copyrights or any other intellectual property right jointly owned or licensed under this Agreement by a Third Party’s activities in the Territory, the Party that became aware of the Parties will infringement shall promptly notify the other Party in writing of this claim or assertion and shall provide such other Party with all available evidence supporting such known or suspected infringement or unauthorized use. As soon as reasonably practicable after the event that any Third Party files any suit or brings any other receipt of such notice, the Parties shall cause the IPSC to meet and consider the appropriate course of action alleging patent infringement by Pfizer or BioNTech or any of their respective Affiliates or Sublicensees with respect to such infringement. (b) With respect to any infringement by virtue of a Third Party’s activities, (i) Regeneron shall have the Development, Manufacture, Commercialization first right to bring and control any action or proceeding with respect to infringement of any Regeneron Patent Right or of any Joint Patent Right that primarily claims VEGF Trap or a Regeneron VEGF Product (or the making or use thereof), and (ii) Aventis shall have the first right to bring and control any action or proceeding with respect to infringement of any Candidate Aventis Patent Right or Joint Patent Right other than a Joint Patent Right that primarily claims VEGF Trap or a Regeneron VEGF Product (or the practice making or use thereof) (the Party with the first right being referred to as the “Lead Litigation Party”); provided, however, that the Parties shall ensure that there is proper communication and coordination of any BioNTech Technology or Research Program Technology (activities between the parties through the IPSC. If the Lead Litigation Party fails to bring any such suit action or other action referred proceeding with respect to herein as an “Infringement Claim”). In infringement of the case applicable Patent Right by a Third Party within sixty (60) days following notice of any Infringement Claim against Pfizer (including its Affiliates or Sublicensees) alone or against both Pfizer and BioNTech (including its Affiliates)the alleged infringement, Pfizer will have the right, but not the obligation, to control the defense of such Infringement Claim, including control over any related litigation, settlement, appeal or other disposition arising in connection therewith. BioNTech, upon request of Pfizer, agrees to cooperate with Pfizer at Pfizer’s expense. BioNTech will non-Lead Litigation Party shall have the right to consult with Pfizer concerning bring and control any Infringement Claim such action at its own expense (the Party who controls the litigation to be referred to as the “Litigation Party”). The non-Litigation Party will provide reasonable assistance to the Litigation Party in prosecuting any suit, and if required by law, will join in the suit. Although the Litigation Party has the right to participate in and be represented by independent select counsel in any associated litigation in which BioNTech is a party at BioNTech’s own expense. If Pfizer elects to control the defense of any Infringement Claim and BioNTech is obligated under Section 11.3 to indemnify Pfizer (including any Pfizer Indemnified Party) with respect to such Infringement Claim, then (a) Pfizer will bear 50% of its own attorneys’ fees incurred choice, it shall first consult with the other Party through the IPSC and consider in investigating, preparing or defending such Infringement Claim notwithstanding good faith the provisions recommendations of Section 11.3 and (b) BioNTech will otherwise indemnify Pfizer and any applicable Pfizer Indemnified Parties to the full extent provided for under Section 11.3other Party. In the case of any Infringement Claim against BioNTech alone, Pfizer will The non-Litigation Party shall have the right to consult with BioNTech concerning such Infringement Claim (and Pfizerif required by law, upon request will) join in any litigation using counsel of BioNTechits choice at its sole discretion and expense, will reasonably cooperate with BioNTech at BioNTech’s expensesubject to Section 13.1(c). Neither Party will enter into any compromise or settlement in respect of an Infringement Claim admitting or implying that the Development, Manufacture, Commercialization or use The amount of any Candidate or Product or recovery from any such infringement suit shall be shared equally by the practice Parties. (c) All Out-of-Pocket Costs (except for the expenses of any BioNTech Technology or Research Program Technology infringes Third Party patents without the other non-Litigation Party’s written consentcounsel, if any) incurred in connection with any litigation under Section 13.1(b) shall be treated as Shared Promotion Expenses shared between the Parties as set forth herein.