Common use of Third Party Suit Relating Primarily to the use of the SELEX Process or the SELEX Technology Clause in Contracts

Third Party Suit Relating Primarily to the use of the SELEX Process or the SELEX Technology. In the event that any action, suit or proceeding is brought against either Party or any Affiliate or sublicensee of either Party alleging the infringement of the Patent Rights of a Third Party by reason of the use of the SELEX Process or the use of the SELEX Technology (excluding in either case any action, suit or proceeding based solely on the use of Requested Chemistry) in the conduct of the Research Program (i) ARCHEMIX shall have the right and obligation to defend or otherwise resolve or settle such action, suit or proceeding at its sole expense; and (ii) TAKEDA or any of its Affiliates or Sublicensees shall have the right to separate counsel at its own expense in any such action, suit or proceeding and, if such action, suit or proceeding has been brought against TAKEDA or any of its Affiliates or Sublicensees, TAKEDA or its Affiliate or Sublicensee may elect to defend itself at its sole expense. Settlement Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party shall be borne [***].

Third Party Suit Relating Primarily to the use of the SELEX Process or the SELEX Technology. In the event that any action, suit or proceeding is brought against either Party or any Affiliate or sublicensee of either Party alleging the infringement of the Patent Rights of a Third Party by reason of the use of the SELEX Process or the use of the SELEX Technology (excluding in either case any action, suit or proceeding based solely on the use of Requested Chemistry) in the conduct of the Research Program (i) ARCHEMIX shall have the right and obligation to defend or otherwise resolve or settle such action, suit or proceeding (e.g., by way of entering into a settlement agreement or consent) at its sole expense; and (ii) TAKEDA MERCK or any of its Affiliates or Sublicensees shall have the right to separate counsel at its own expense in any such action, suit or proceeding and, if such action, suit or proceeding has been brought against TAKEDA MERCK or any of its Affiliates or Sublicensees, TAKEDA MERCK or its Affiliate or Sublicensee may elect to defend itself at its sole expense. Settlement Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party shall be borne [***]solely by ARCHEMIX.