Common use of Third Party Litigation Clause in Contracts

Third Party Litigation. (a) In the event that a Third Party institutes a Patent, Trademark or other infringement suit (including any suit alleging the invalidity or unenforceability of the Patents of a Party or its Affiliates, or claiming confusion, deception or dilution of a Trademark by a Product Trademark) against either Party or its respective Affiliates, licensees or permitted sublicensees during the Term, alleging that the Exploitation of the Collaboration Products in the Territory or any other activities hereunder, infringes one or more Patent, Trademark or other intellectual property rights held by such Third Party (an "INFRINGEMENT SUIT"), the Parties shall cooperate with one another in defending such suit. (b) With respect to the Medarex Technology or the Northwest Technology, the Parties shall jointly direct and control any Infringement Suit with respect to Collaboration Products or any Collaboration Patents; provided, however, that no Party shall cease to defend, settle or otherwise dispose of a suit with respect to any intellectual property of the other Party without the prior written consent of such other Party. (c) Each Party shall have the sole right to direct and control (including the right to cease to defend, settle or compromise) any Infringement Suit with respect to its Technology. The Parties * of any costs and expenses of such defense, except with respect to the Medarex Technology or the Northwest Technology, where Northwest and Medarex, respectively, shall be responsible for * of those costs As Filed with the Securities and Exchange Commission on August 10, 2001. *INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Third Party Litigation. (a) In the event that a Third Party institutes a Patent, Trademark or other infringement suit (including any suit alleging the invalidity or unenforceability of the Patents of a Party or its Affiliates, or claiming confusion, deception or dilution of a Trademark by a Product Trademark) against either Party or its respective Affiliates, licensees or permitted sublicensees during the Term, alleging that the Exploitation of the Collaboration Products in the Territory or any other activities hereunder, infringes one or more Patent, Trademark or other intellectual property rights held by such Third Party (an "INFRINGEMENT SUIT"), the Parties shall cooperate with one another in defending such suit. (b) With respect to the Medarex Technology or the Northwest Technology, the Parties shall jointly direct and control any Infringement Suit with respect to Collaboration Products or any Collaboration Patents; provided, however, that no Party shall cease to defend, settle or otherwise dispose of a suit with respect to any intellectual property of the other Party without the prior written consent of such other Party. (c) Each Party shall have the sole right to direct and control (including the right to cease to defend, settle or compromise) any Infringement Suit with respect to its Technology. The Parties * shall each bear fifty percent (50%) of any costs and expenses of such defense, except with respect to the Medarex Technology or the Northwest Technology, where Northwest and Medarex, respectively, shall be responsible for * fifty percent (50%) of those costs As Filed and expenses only with respect to the Securities Exploitation of Collaboration Products and Exchange Commission on August 10, 2001. *INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONthe other activities of the Parties hereunder.

Third Party Litigation. (a) In the event that a Third Party institutes a Patentof any actual or threatened suit against Dynavax, Trademark or other infringement suit (including any suit alleging the invalidity or unenforceability of the Patents of a Party AstraZeneca or its Affiliates, Sublicensees, Distributors or claiming confusion, deception or dilution of a Trademark by a Product Trademark) against either Party or its respective Affiliates, licensees or permitted sublicensees during the Term, customers alleging that the Exploitation Development and/or Commercialization of CDs, Product or Combination Product, or that the Development and/or Commercialization of a Collaboration Products in Patent or the Territory Background Technologies or any other activities hereunderpart thereof by or on behalf of AstraZeneca under this Agreement, infringes one or more Patent, Trademark the Patent or other intellectual property rights held by such Third Party of any Person (an "INFRINGEMENT SUIT"“Infringement Suit”), the Parties Party first becoming aware of such Infringement Suit shall cooperate with one another in defending such suit. (b) With respect promptly give written notice to the Medarex Technology or other Party. AstraZeneca shall have the Northwest Technologyfirst right, but not the Parties shall jointly direct obligation, through counsel of its choosing, to assume direction and control any Infringement Suit with respect of the defence of claims arising therefrom (including the right to Collaboration Products or any Collaboration Patentssettle such claims at its sole discretion, subject to the provisions of this Section 14.5). If AstraZeneca notifies Dynavax in writing that it does not wish to assume such direction and control, Dynavax shall have the right, but not the obligation to, at its sole cost and expense, defend against such claims; provided, however, that no Party Dynavax shall cease obtain the written consent of AstraZeneca prior to ceasing to defend, settling or otherwise disposing of such claims. Dynavax shall be entitled to be joined in any proceedings that may be brought against AstraZeneca in relation to Dynavax’s Background Technology. If Dynavax does so elect to be joined, it shall pay its own costs and expenses in relation to the proceedings. AstraZeneca shall not make any admission or settle or otherwise dispose of a suit with respect compromise any proceedings brought against it in relation to any intellectual property of Dynavax’s Background Technology without first obtaining the other Party without the prior written consent of such other Party. (c) Each Dynavax, which shall not be unreasonably withheld or delayed. Notwithstanding anything in the foregoing, each Party shall have the sole right to direct defend itself, using the counsel of its choice and control (including at its own expense, any claims or law suits brought against it by any Third Party, and each Party shall have the right to cease to defendsettle any such claims or law suits on its own behalf, settle so long as such settlement does not provide for the payment of money by the other Party or compromise) any Infringement Suit with respect to its Technology. The Parties * of any costs and expenses of such defenseperformance obligations, except with respect to or restrictions imposed upon, the Medarex Technology or the Northwest Technology, where Northwest and Medarex, respectively, shall be responsible for * of those costs As Filed with the Securities and Exchange Commission on August 10, 2001. *INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONother Party.

Third Party Litigation. (a) In the event that a Third Party institutes a Patent, Trademark or other infringement suit (including any suit alleging the invalidity or unenforceability of the Patents of a Party or its Affiliates, or claiming confusion, deception or dilution of a Trademark by a Product Trademark) against either any Party or its respective Affiliates, licensees or permitted sublicensees during the Term, alleging that the Exploitation of the Collaboration Products in the Territory or any other activities hereunder, infringes one or more Patent, Trademark or other intellectual property rights held by such Third Party (an "INFRINGEMENT SUIT"), the Parties shall cooperate with one another in defending such suit. (b) With . Except with respect to the Medarex Technology, Genmab Technology or the Northwest deCODE Technology, the Parties Collaborators shall jointly direct and control any Infringement Suit with respect to Collaboration Products or any Collaboration Patents; provided, however, that no Party shall cease to defend, settle or otherwise dispose of a suit with respect to any intellectual property of the other another Party without the prior written consent of such other Party. (c) . Each Party shall have the sole right to direct and control (including the right to cease to defend, settle or compromise) any Infringement Suit with respect to its Technology. The Parties * Collaborators shall each bear fifty percent (50%) of any costs and expenses of such defense, except with respect to the Medarex Technology, Genmab Technology or the Northwest deCODE Technology, where Northwest and Medarex, respectively, the Collaborators shall each be responsible for * fifty percent (50%) of those costs As Filed and expenses only with respect to (i) the Securities Exploitation of Collaboration Products and Exchange Commission on August 10the other activities of the Parties hereunder, 2001. *INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONand (ii) Collaboration Targets for which a legal opinion was obtained pursuant to Section 1.2.9.

Third Party Litigation. (a) In Except as otherwise set forth in Article 11, in the event that a Third Party institutes a Patentof any actual or threatened suit against Rigel, Trademark or other infringement suit (including any suit alleging the invalidity or unenforceability of the Patents of a Party AZ or its Affiliates, or claiming confusion, deception or dilution of a Trademark by a Product TrademarkAffiliates that (i) against either Party or its respective Affiliates, licensees or permitted sublicensees during the Term, alleging that the Exploitation of Rigel Compounds or associated Products in the Collaboration Products Field in the Territory or any other activities hereunder, infringes one or more (ii) the practice of a Rigel Patent, Trademark Joint Patent or other the Rigel Know-How or any part thereof in connection with the activities set forth in subsection (i) above, in each case by or on behalf of AZ under this Agreement infringes the patent or intellectual property rights held by such of any Third Party (an "INFRINGEMENT SUIT"“Infringement Suit”), the Parties Party first becoming aware of such Infringement Suit shall cooperate with one another in defending such suit. (b) With respect promptly give written notice to the Medarex Technology or other Party. AZ shall have the Northwest Technologyfirst right, but not the Parties shall jointly direct obligation, through counsel of its choosing, to assume direction and control any Infringement Suit with respect of the defense of claims arising therefrom (including the right to Collaboration Products or any Collaboration Patentssettle such claims in its sole discretion) on behalf of both Parties; provided, however, that no Party AZ shall cease obtain the written consent of Rigel prior to ceasing to defend, settle settling or otherwise dispose compromising such claims. If AZ notifies Rigel in writing that it does not wish to assume such direction and control, Rigel shall have the right, but not the obligation to, at its sole cost and expense, defend against such claims on behalf of a suit with respect to any intellectual property of both Parties; provided, however, that Rigel shall obtain the other Party without the prior written consent of such other Party. (c) Each Party shall have the sole right AZ prior to direct and control (including the right to cease ceasing to defend, settle or compromise) any Infringement Suit with respect to its Technology. The Parties [ * of any costs ] = Certain confidential information contained in this document, marked by brackets, has been omitted and expenses of such defense, except with respect to the Medarex Technology or the Northwest Technology, where Northwest and Medarex, respectively, shall be responsible for * of those costs As Filed filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. settling or otherwise compromising such claims. The other Party shall provide to the Party controlling any such defense under this Section 9.4(c) reasonable assistance in such enforcement, at the defending Party’s request and expense. The defending Party shall keep the other Party regularly informed of the status and progress of such defense efforts, and shall reasonably consider the other Party’s comments on August 10any such efforts. If either Party elects to defend both itself and the other Party from a claim pursuant to this Section 9.4(c), 2001the defending Party shall indemnify the other Party, and its officers, directors, employees and agents, and hold them harmless from and against any and all damages or other amounts payable to such Third Party claimant arising from such claims, as well as any reasonable attorneys’ fees and costs of litigation incurred by such other Party. *INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONIf neither Party elects to defend such claims on behalf of both Parties, each Party shall have the right to defend itself from such claims on its own behalf, at its sole cost and expense. This Section 9.4(c) shall not be construed to modify either Party’s rights or obligations under Article 11.

Third Party Litigation. (a) In If the event that manufacture, use, or sale of any Licensed Product, Niche Candidate, or Residual Product, or performance of any other activity conducted pursuant to this Agreement results in any claim, suit, or proceeding by a Third Party institutes a Patentalleging IPR infringement or misappropriation by either Party (the ”Defending Party”), Trademark or other infringement suit (including any suit alleging the invalidity or unenforceability of the Patents Defending Party’s Affiliates, Sub-licensees, or 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. Out-licensees, such Defending Party will within *** of a its discovery notify the other Party thereof in writing. The Defending Party (or its Affiliate, Sub-licensee, or Out-licensee) shall have the exclusive right to defend and control the defense of such claim, suit or proceeding at its own expense, using counsel of its own choice, provided that each Party shall in all events have exclusive control over the defense of any claim, suit, or proceeding, or any part thereof, that challenges any Patent or IPR that is subject to such Party’s exclusive enforcement rights under Section 9.12, and neither the other Party nor any of its Affiliates, Sub-licensees, or claiming confusionOut-licensees may, deception or dilution of a Trademark by a Product Trademark) against either Party or its respective Affiliateswithout such enforcing Party’s prior written consent, licensees or permitted sublicensees during the Term, alleging that the Exploitation of the Collaboration Products in the Territory or enter into any other activities hereunder, infringes one or more Patent, Trademark settlement or other intellectual property rights held by voluntary final disposition of such Third Party (an "INFRINGEMENT SUIT")claim, the Parties shall cooperate with one another suit or proceeding containing terms respecting such IPR or Patent and, in defending such suit. (b) With respect to the Medarex Technology or the Northwest Technologyparticular, the Parties shall jointly direct and control any Infringement Suit with respect to Collaboration Products or any Collaboration Patents; provided, howeverbut without limitation, that no admits or concedes that any claim or aspect of such Patent or IPR is invalid or unenforceable or requires any waiver or disclaimer thereof. Each Party will keep the other reasonably informed of all material developments in connection with any such claim, suit, or proceeding. The Defending Party shall cease to defend, settle or otherwise dispose of a suit with respect to any intellectual property of provide the other Party without with copies of all pleadings filed in the prior written consent action and allow the other Party reasonable opportunity to participate in the defense of such other Partythe claims. (c) Each Party shall have the sole right to direct and control (including the right to cease to defend, settle or compromise) any Infringement Suit with respect to its Technology. The Parties * of any costs and expenses of such defense, except with respect to the Medarex Technology or the Northwest Technology, where Northwest and Medarex, respectively, shall be responsible for * of those costs As Filed with the Securities and Exchange Commission on August 10, 2001. *INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Third Party Litigation. (a) In the event of any actual or threatened suit against MAP, AstraZeneca or its Affiliates, Sublicensees, Distributors or customers alleging that the Exploitation of any Formulation or any Licensed Product or that the Exploitation of a Third Party institutes a Licensed Patent or the Licensed Know-How or any part thereof by or on behalf of AstraZeneca under this Agreement infringes the Patent, Trademark Intellectual Property Rights, or any other infringement suit proprietary rights, of any Person (an “Infringement Suit”), the Party first becoming aware of such Infringement Suit shall promptly give written notice to the other Party. AstraZeneca shall have the first right, but not the obligation, through counsel of AstraZeneca’s choosing, at AstraZeneca’s expense, to assume direction and control of the defense of claims arising therefrom, including any suit alleging the right, notwithstanding Section 15.4, to settle such claims in its sole discretion, provided that such settlement does not admit the invalidity or unenforceability of the Patents of a Party or its Affiliates, or claiming confusion, deception or dilution of a Trademark by a Product Trademark) against either Party or its respective Affiliates, licensees or permitted sublicensees during the Term, alleging that the Exploitation of the Collaboration Products in the Territory or any other activities hereunder, infringes one or more Patent, Trademark or other intellectual property rights held by such Third Party (an "INFRINGEMENT SUIT"), the Parties shall cooperate with one another in defending such suit. (b) With respect to the Medarex Technology or the Northwest Technology, the Parties shall jointly direct and control any Infringement Suit with respect to Collaboration Products or any Collaboration Patents; provided, however, that no Party shall cease to defend, settle or otherwise dispose of a suit with respect to any intellectual property of the other Party Licensed Patent without the prior written consent of MAP, such other Party. consent not to be unreasonably withheld, conditioned or delayed. If AstraZeneca notifies MAP in writing that it does not wish to assume such direction and control, which notice AstraZeneca shall provide by the later of (ca) Each Party the date that is [***] days after AstraZeneca becomes aware of such claim, and (b) the date that AstraZeneca or its Affiliates are no longer in active, bona fide settlement negotiations with respect thereto, then if the action or threatened suit occurs in [***], MAP shall have the sole right to direct and control (including right, but not the right to cease to defendobligation, settle or compromise) any Infringement Suit with respect to its Technology. The Parties * of any costs and expenses of such defenseCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, except with respect to the Medarex Technology or the Northwest TechnologyMARKED BY BRACKETS, where Northwest and Medarex, respectively, shall be responsible for * of those costs As Filed with the Securities and Exchange Commission on August 10, 2001. *INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN IS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONCOMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. through counsel of MAP’s choosing, at MAP’s expense, to defend against such claims at its sole cost and expense, and if the action or threatened suit occurs in [***], MAP shall have the right, but not the obligation, through counsel of MAP’s choosing, at MAP’s expense, to defend against such claims at its sole cost and expense subject to AstraZeneca’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, which rights of MAP shall include, in each case, the right, subject to Section 15.4, to settle or otherwise compromise such action or claim.

Third Party Litigation. (a) In the event that a Third Party institutes a Patent, Trademark or other infringement suit (including any suit alleging the invalidity or unenforceability of the Patents of a Party or its Affiliates, or claiming confusion, deception or dilution of a Trademark by a Product Trademark) against either any Party or its respective Affiliates, licensees or permitted sublicensees during the Term, alleging that the Exploitation of the Collaboration Unilateral Products in the Territory or any other activities hereunder, infringes one or more Patent, Trademark or other intellectual property rights held by such Third Party (an "INFRINGEMENT SUIT"), the Parties shall cooperate with one another in defending such suit. (b) With respect to the Medarex Technology or the Northwest Technology, the Parties . deCODE shall jointly direct and control control, at its sole cost and expense, any Infringement Suit with respect to Collaboration the Unilateral Products or (excluding any Collaboration PatentsInfringement Suit with respect to the Mice-Related Technology as to which Medarex shall retain the exclusive right to direct and control); provided, however, that no Party deCODE shall not cease to defend, settle or otherwise dispose of a suit with respect to any intellectual property of the other Party Medarex or Genmab without the Medarex's or Genmab's, respectively, prior written consent of such other Party. (c) Each Party shall have the sole right to direct and control (including the right to cease to defend, settle or compromise) any Infringement Suit with consent. With respect to its Technology. The Parties * the Collaboration Patents, the Collaborators shall each bear fifty percent (50%) of any costs and expenses of such defense; provided, except with respect to the Medarex Technology or the Northwest TechnologyExploitation of Unilateral Products, where Northwest and Medarex, respectively, deCODE shall be responsible for * bear one hundred percent (100%) of those costs As Filed and expenses. With respect to the Joint Patents, the Collaborators shall each bear fifty percent (50%) of any costs and expenses of such defense; provided, with respect to the Securities Exploitation of Unilateral Products, deCODE shall bear one hundred percent (100%) of those costs and Exchange Commission on August 10, 2001. *INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONexpenses.