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 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 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 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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, ManufactureMARKED BY BRACKETS, 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 consentIS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL.

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.