Common use of Litigation Control Clause in Contracts

Litigation Control. The Party pursuing or controlling any action or defense under Section 8.2, 8.3, or 8.4 (the “Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that (i) the Controlling Party shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement, consent judgment, or voluntary disposition thereof, (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) subjects the Secondary Party to any non-indemnified liability or obligation or (2) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in writing by Secondary Party, (iii) any settlement, consent judgment, or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability in the Primary Field of any Primary Patents or Legacy Patents must, in each case, be approved in writing by Primary, and (iv) any settlement, consent judgment, or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability in the Legacy Field of any Legacy Patents or Licensed Primary Patents must, in each case, be approved in writing by Legacy. The Party whose approval is required under any of the conditions described (the “Approving Party”) above shall provide the other Party notice of the Approving Party’s approval or denial of such approval within ten (10) business days of any request for such approval by the other Party, provided that (i) in the event the Approving Party wishes to deny such approval, such notice shall include a written description of the Approving Party’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (ii) the Approving Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such ten (10) business day period.

Litigation Control. The Party pursuing or controlling any action or defense under Section 8.27.3(b), 8.37.3(c), or 8.4 7.3(d) (the “Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that (i) the Controlling Party shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement, consent judgment, or voluntary disposition thereof, settlement thereof and (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) materially limits the scope, validity, or enforceability of any Xxxxxxx Patents, Joint Patents, or, if PPD is the Secondary Party, PPD Patents, (2) subjects the Secondary Party to any non-indemnified liability or obligation obligation, or (23) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in writing by Secondary Party, (iii) any settlement, consent judgment, or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability in the Primary Field of any Primary Patents or Legacy Patents must, in each case, be approved in writing by Primary, and (iv) any settlement, consent judgment, or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability in the Legacy Field of any Legacy Patents or Licensed Primary Patents must, in each case, be approved in writing by Legacy. The Secondary Party whose approval is required under any of the conditions described (the “Approving Party”) above shall provide the other Controlling Party notice of the Approving Party’s its approval or denial of such approval within ten (10) business days of any request for such approval by the other Controlling Party, provided that (i) in the event the Approving Secondary Party wishes to deny such approval, such notice shall include a written description of the Approving Secondary Party’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (ii) the Approving Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such ten (10) business day period. Any recovery or damages received by the Controlling Party with respect to the infringement of the Xxxxxxx Patents, Joint Patents, or PPD Patents as they relate to Licensed Products shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action, and the remainder shall be split (i) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement, occurring prior to initial Regulatory Approval of a Licensed Product anywhere in the world, for which Xxxxxxx is the Controlling Party and, (ii) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement, occurring prior to the initial Regulatory Approval of a Licensed Product anywhere in the world, for which PPD is the Controlling Party, or (iii) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement occurring on or after the date of the initial Regulatory Approval of a Licensed Product anywhere in the world, with the Controlling Party in each case [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. promptly paying the Secondary Party its portion of such recovery or damages. Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any such proceeding.

Litigation Control. The Party pursuing or controlling any action or defense under Section 8.26.2, 8.36.3, or 8.4 6.4 (the “Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that (i) the Controlling Party shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement, consent judgment, settlement or voluntary disposition thereof, (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) subjects the Secondary Party to any non-indemnified liability or non-indemnified obligation or (2) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in advance and in writing by the Secondary Party, (iii) any settlement, consent judgment, judgment or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability in of, or otherwise may adversely affect, any Avadel Patents shall not be entered into, consented to, approved, or agreed upon without the Primary Field of any Primary Patents or Legacy Patents mustother Party’s prior written approval, in each case, be approved in writing by Primary, and (iv) any settlement, consent judgment, judgment or other voluntary disposition of such actions which materially limits the scopewould reasonably be anticipated to materially, validityadversely, and directly affect Avadel’s ability to make, use, or enforceability in sell any products, other than the Legacy Field Products, incorporating the LiquiTime Technology shall not be entered into, consented to, approved, or agreed upon without Avadel’s prior written consent, and (v) any settlement, consent judgment or other voluntary disposition of such actions that would reasonably be expected to materially adversely affect the ability of Cerecor, its Affiliates, or any Legacy Patents Sublicensees to manufacture, Develop or Licensed Primary Patents mustCommercialize Products shall not be entered into, in each caseconsented to, be approved in writing by Legacyapproved, or agreed upon without Cerecor’s prior written consent. The Party whose approval is required under any of the conditions described With respect to clause (the “Approving Party”ii) or (iii) above in this Section 6.5, the Secondary Party shall provide the other Controlling Party notice of the Approving Party’s its approval or denial of such approval within ten fifteen (1015) business days Business Days of any request for such approval by the other Controlling Party, provided that (iX) in the event the Approving Secondary Party wishes to deny such approval, such notice shall include a written description of summarizing the Approving Secondary Party’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (iiY) the Approving Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such ten fifteen (1015) business day Business Day period. Any recovery or damages received by the Controlling Party with respect to the infringement of the rights to Avadel Patents granted under this Agreement, or in settlement of any matter subject to Section 6.2, 6.3, or 6.4, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses (excluding, with respect to any costs or expenses incurred by Avadel, compensation of any employees or consultants of Avadel or any Affiliate thereof) incurred in connection with such action or settlement, and the remainder shall be split [*] percent ([*]%) to Controlling Party and [*] percent ([*]%) to Secondary Party. Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any proceeding governed by this Section 6.5.

Litigation Control. The Party pursuing or controlling any action or defense under Section 8.26.2, 8.36.3, or 8.4 6.4 (the “Controlling Party”) shall be free to enter into a settlement, [CONFIDENTIAL TREATMENT REQUESTED BY AVADEL PHARMACEUTICALS PLC] consent judgment, or other voluntary disposition of any such action or defense, provided, however, that (i) the Controlling Party shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement, consent judgment, settlement or voluntary disposition thereof, (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) subjects the Secondary Party to any non-indemnified liability or non-indemnified obligation or (2) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in advance and in writing by the Secondary Party, (iii) any settlement, consent judgment, judgment or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability in of, or otherwise may adversely affect, any Avadel Patents shall not be entered into, consented to, approved, or agreed upon without the Primary Field of any Primary Patents or Legacy Patents mustother Party’s prior written approval, in each case, be approved in writing by Primary, and (iv) any settlement, consent judgment, judgment or other voluntary disposition of such actions which materially limits the scopewould reasonably be anticipated to materially, validityadversely, and directly affect Avadel’s ability to make, use, or enforceability in sell any products, other than the Legacy Field Products, incorporating the LiquiTime Technology shall not be entered into, consented to, approved, or agreed upon without Avadel’s prior written consent, and (v) any settlement, consent judgment or other voluntary disposition of such actions that would reasonably be expected to materially adversely affect the ability of Cerecor, its Affiliates, or any Legacy Patents Sublicensees to manufacture, Develop or Licensed Primary Patents mustCommercialize Products shall not be entered into, in each caseconsented to, be approved in writing by Legacyapproved, or agreed upon without Cerecor’s prior written consent. The Party whose approval is required under any of the conditions described With respect to clause (the “Approving Party”ii) or (iii) above in this Section 6.5, the Secondary Party shall provide the other Controlling Party notice of the Approving Party’s its approval or denial of such approval within ten fifteen (1015) business days Business Days of any request for such approval by the other Controlling Party, provided that (iX) in the event the Approving Secondary Party wishes to deny such approval, such notice shall include a written description of summarizing the Approving Secondary Party’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (iiY) the Approving Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such ten fifteen (1015) business day Business Day period. Any recovery or damages received by the Controlling Party with respect to the infringement of the rights to Avadel Patents granted under this Agreement, or in settlement of any matter subject to Section 6.2, 6.3, or 6.4, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses (excluding, with respect to any costs or expenses incurred by Avadel, compensation of any employees or consultants of Avadel or any Affiliate thereof) incurred in connection with such action or settlement, and the remainder shall be split [***] percent ([***]%) to Controlling Party and [***] percent ([***]%) to Secondary Party. Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any proceeding governed by this Section 6.5.

Litigation Control. The Party pursuing or controlling any action or defense under Section 8.2, 8.3, or 8.4 9.2 (the “Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that (i) the Controlling Party shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement, consent judgment, settlement or voluntary disposition thereof, (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) subjects the Secondary Party to any non-indemnified liability or obligation or (2) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in advance and in writing by the Secondary Party, (iii) any settlement, consent judgment, judgment or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability in of, or otherwise may adversely affect, any Patent Rights shall not be entered into, consented to, approved, or agreed upon without the Primary Field of any Primary Patents or Legacy Patents must, in each case, be approved in writing by Primaryother Party’s prior written approval, and (iv) any settlement, consent judgment, judgment or other voluntary disposition of such actions which that would reasonably be expected to materially limits adversely affect the scopePatent Rights or the ability of Licensee to manufacture, validityuse, market or sell Licensed Products shall not be entered into, consented to, approved, or enforceability in the Legacy Field of any Legacy Patents agreed upon without Licensee’s prior written consent. With respect to clause (ii) or Licensed Primary Patents must, in each case, be approved in writing by Legacy. The Party whose approval is required under any of the conditions described (the “Approving Party”iii) above in this Section 9.3, the Secondary Party shall provide the other Controlling Party notice of the Approving Party’s its approval or denial of such approval within ten (10) [*] business days of any request for such approval by the other Controlling Party, provided that (iX) in the event the Approving Secondary Party wishes to deny such approval, such notice shall include a written description of summarizing the Approving Secondary Party’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (iiY) the Approving Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such ten (10) [*] business day period. *Confidential Treatment Requested.

Litigation Control. The Party pursuing or controlling any action or defense under Section 8.2, 8.3, or 8.4 9.2 (the “‘Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that (i) the Controlling Party shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement, consent judgment, settlement or voluntary disposition thereof, (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) subjects the Secondary Party to any non-indemnified liability or obligation or (2) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in advance and in writing by the Secondary Party, (iii) any settlement, settlement consent judgment, judgment or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability in of, or otherwise may adversely affect, any Licensor Patents shall not be entered into, consented to, approved, or agreed upon without the Primary Field of any Primary Patents or Legacy Patents must, in each case, be approved in writing by Primaryother Party’s prior written approval, and (iv) any settlement, consent judgment, judgment or other voluntary disposition of such actions which that would reasonably be expected to materially limits adversely affect the scopePatent Rights or the ability of Licensee to manufacture, validityuse, market or sell Licensed Products shall not be, entered into, consented to, approved, or enforceability in the Legacy Field of any Legacy Patents agreed upon without Licensee’s prior written consent. With respect to clause (ii) or Licensed Primary Patents must, in each case, be approved in writing by Legacy. The Party whose approval is required under any of the conditions described (the “Approving Party”iii) above in this Section 93, the Secondary Party shall provide the other Controlling Party notice of the Approving Party’s its approval or denial of such approval within ten (10) business days [***] Business Days of any request for such approval by the other Controlling Party, provided that (iX) in the event the Approving Secondary Party wishes to deny such approval, such notice shall include a written description summarizing the [***]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 406 of the Approving Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. Licensee: AEMase Inc. CONFIDENTIAL Exclusive PLA Secondary Party’s reasonable objections to the proposed settlement, settlement consent judgment, judgment or other voluntary disposition and (iiY) the Approving Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such ten (10) business day [***] Business Day period.

Litigation Control. The Party pursuing or controlling any action or defense under Section 8.2, 8.3, or 8.4 Article 3.2 (the “Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that (i) the Controlling Party shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement, consent judgment, or voluntary disposition thereof, settlement thereof and (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) materially limits the scope, validity, or enforceability of any SH Patent Rights, (2) subjects the Secondary Party to any non-indemnified liability or obligation obligation, or (23) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in writing by Secondary Party, (iii) any settlement, consent judgment, or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability in the Primary Field of any Primary Patents or Legacy Patents must, in each case, be approved in writing by Primary, and (iv) any settlement, consent judgment, or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability in the Legacy Field of any Legacy Patents or Licensed Primary Patents must, in each case, be approved in writing by Legacy. The Secondary Party whose approval is required under any of the conditions described (the “Approving Party”) above shall provide the other Controlling Party notice of the Approving Party’s its approval or denial of such approval within ten (10) business days of any request for such approval by the other Controlling Party, provided that (i) in the event the Approving Secondary Party wishes to deny such approval, such notice shall include a written description of the Approving Secondary Party’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (ii) the Approving Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such ten (10) business day period. Any recovery or damages received by the Controlling Party with respect to the infringement of the SH Patent Rights as they relate to Licensed Products shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action, and the remainder shall be split 90% to the Controlling Party and 10% to the Secondary Party. Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any such proceeding.

Litigation Control. The Party pursuing or controlling any action or defense under Section 8.26.2, 8.3, 6.3 or 8.4 6.4 (the “Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that (ia) the Controlling Party shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement, consent judgment, settlement or voluntary disposition thereof, (iib) any settlement, consent judgment or other voluntary disposition of such actions which (1) subjects the Secondary Party to any non-indemnified liability or obligation or (2) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in advance and in writing by the Secondary Party, (iiic) any settlement, consent judgment, judgment or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability in the Primary Field of of, or otherwise may adversely affect, any Primary Licensor Patents or Legacy Patents mustLicensor Trademarks or shall not be entered into, in each caseconsented to, be approved in writing by Primaryapproved, or agreed upon without the other Party’s prior written approval, and (ivd) any settlement, consent judgment, judgment or other voluntary disposition of such actions which that would reasonably be expected to materially limits adversely affect the scopeLicensor Patents or Licensor Trademarks or ability of Licensee to manufacture, validityDevelop or Commercialize Products shall not be entered into, consented to, approved, or enforceability in the Legacy Field of any Legacy Patents agreed upon without Licensee’s prior written consent. With respect to clause (b) or Licensed Primary Patents must, in each case, be approved in writing by Legacy. The Party whose approval is required under any of the conditions described (the “Approving Party”c) above in this Section 6.5, the Secondary Party shall provide the other Controlling Party notice of the Approving Party’s its approval or denial of such approval within ten fifteen (1015) business days Business Days of any request for such approval by the other Controlling Party, provided that (iX) in the event the Approving Secondary Party wishes to deny such approval, such notice shall include a written description of summarizing the Approving Secondary Party’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (iiY) the Approving Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such ten fifteen (1015) business day Business Day period. Any recovery or damages received by the Controlling Party with respect to the infringement of the rights to Licensor Patents or Licensor Trademarks granted under this Agreement, or in settlement of any matter subject to Section 6.2 or 6.3, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action or settlement, and the remainder shall be retained by the Controlling Party. Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any proceeding governed by this Section 6.5. Notwithstanding anything contained in Sections 6.2, 6.3 or this 6.5 to the contrary, Licensee acknolwedges and agrees that compliance with the terms of the Suda Agreement are its sole responsibility, and Licensor shall have no obligations to Licensee or Suda under the terms of the Suda Agreement.

Litigation Control. The Party pursuing or controlling any action or defense under Section 8.2, 8.3, 6.2 or 8.4 6.3 (the “Controlling Party”) shall be free to enter into a settlement, consent judgment, - . or other voluntary disposition of any such action or defense, provided, however, that (i) the Controlling Party shall consult with the other Party (the “Secondary Party”) prior to - . entering into any settlement, consent judgment, settlement or voluntary disposition thereof, (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) subjects the Secondary Party to any non-indemnified liability or obligation or (2) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in advance and in writing by the Secondary Party, (iii) any settlement, consent judgment, judgment or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability in of, or otherwise may adversely affect, any BVI Patents shall not be entered into, consented to, approved, or agreed upon without the Primary Field of any Primary Patents or Legacy Patents must, in each case, be approved in writing by Primaryother Party’s prior written approval, and (iv) any settlement, consent judgment, judgment or other voluntary disposition of such actions which that would reasonably be expected to materially limits adversely affect the scopeBVI Patents, validityMPI Patents or ability of MPI to manufacture, Develop or Commercialize Products shall not be entered into, consented to, approved, or enforceability in the Legacy Field of any Legacy Patents agreed upon without MPI’s prior written consent. With respect to clause (ii) or Licensed Primary Patents must, in each case, be approved in writing by Legacy. The Party whose approval is required under any of the conditions described (the “Approving Party”iii) above in this Section 6.4, the Secondary Party shall provide the other Controlling Party notice of the Approving Party’s its approval or denial of such approval within ten fifteen (1015) business days Business Days of any request for such approval by the other Controlling Party, provided that (iX) in the event the Approving Secondary Party wishes to deny such approval, such notice shall include a written description of summarizing the Approving Secondary Party’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (iiY) the Approving Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such fifteen (15) Business Day period. Any recovery or damages received by the Controlling Party with respect to the infringement of the rights to BVI Patents granted under this Agreement, or in settlement of any matter subject to Section 6.2 or 6.3, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action or settlement, and the remainder shall be split ninety percent (90%) to Controlling Party and ten percent (10%) business day periodto Secondary Party Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any proceeding governed by this Section 6.4.

Litigation Control. The Party party pursuing or controlling any action or defense under Section 8.2, 8.3, 9.3(c) or 8.4 9.3(d) (the “Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that (i) the Controlling Party shall consult with the other Party party (the “Secondary Party”) prior to entering into any settlement, consent judgment, settlement or voluntary disposition thereof, (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) subjects the Secondary Party to any non-indemnified liability or obligation or (2) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in writing by Secondary Party, such approval not to be unreasonably withheld, and (iii) any settlement, consent judgment, judgment or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability in the Primary Field of any Primary Patents or Legacy Patents must, in each case, be approved in writing by Primary, and (iv) any settlement, consent judgmentof, or other voluntary disposition of such actions which materially limits the scopeotherwise may adversely affect, validityany Licensed Patents, or enforceability that may relate in any material way to the Legacy Field of any Legacy Patents or Licensed Primary Patents must, in each case, be approved in writing by Legacy. The Party whose approval is required under any use of the conditions described Active Ingredient outside the Field, shall not be entered into, consented to, approved, or agreed upon without LICENSOR’s prior written approval. With respect to clause (ii) above, the “Approving Party”) above Secondary Party shall provide the other Controlling Party notice of the Approving Party’s its approval or denial of such approval within ten (10) business days [*] of any request for such approval by the other Controlling Party, provided that (iX) in the event the Approving Secondary Party wishes to deny such approval, such notice shall include a written description of the Approving Secondary Party’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (iiY) the Approving Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary [*] Confidential treatment requested. disposition in the event it fails to provide such notice within such ten [*] period. Any recovery or damages received by the Controlling Party with respect to the infringement of the rights to Licensed Patents granted under this Agreement, or defence of any Invalidation Proceeding concerning any Licensed Patent(s) under this Agreement, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action, and the remainder (10X) business day periodshall be split [*] percent ([*]%) to Controlling Party and [*] percent ([*]%) to Secondary Party. Any recovery or damages received by the Controlling Party with respect to any other infringement of the Licensed Patents (i.e. outside the scope of rights granted under this Agreement) shall be used first to reimburse the Parties for unreimbursed reasonable, documented out of pocket or external expenses incurred in connection with such action, and the remainder shall be retained by LICENSOR (in the event of any action, settlement, or voluntary disposition entered into by LICENSOR) or paid to LICENSOR by LICENSEE (in the event of any action, settlement, or voluntary disposition entered into by LICENSEE). Notwithstanding the foregoing, and subject to Section 9.3(d), the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any proceeding governed by this Section 9.3(e), except that LICENSEE, if it is the Secondary Party with respect to the defence of any Invalidation Proceeding, shall not be entitled to such representation or any other participation in such Invalidation Proceeding except to the extent permitted by LICENSOR in writing.

Litigation Control. The Party pursuing or controlling any action action, defense, or defense settlement under Section 8.29.2, 8.3, 9.3 or 8.4 9.4 (the “Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that (i) the Controlling Party shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement, consent judgment, settlement or voluntary disposition thereofof any such matter, (ii) any settlement, consent judgment settlement or other voluntary disposition of such actions which (1) subjects the Secondary Party to any non-indemnified liability or obligation or (2) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in writing by Secondary Party, and (iii) any settlement, consent judgment, judgment or other voluntary disposition of such actions which [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. would reasonably be anticipated by the Controlling Party to materially limits limit the scope, validity, or enforceability of, or otherwise materially and adversely affect, any Cempra Patents, or Toyama’s ability to Develop, manufacture, or Commercialize any Licensed Products in the Primary Field of any Primary Patents or Legacy Patents mustin the Territory, in each caseshall not be entered into, be approved in writing by Primaryconsented to, and (iv) any settlement, consent judgmentapproved, or other voluntary disposition of agreed upon without the Secondary Party’s prior written approval, such actions which materially limits approval not to be unreasonably withheld. With respect to clause (ii) above, the scope, validity, or enforceability in the Legacy Field of any Legacy Patents or Licensed Primary Patents must, in each case, be approved in writing by Legacy. The Secondary Party whose approval is required under any of the conditions described (the “Approving Party”) above shall provide the other Controlling Party notice of the Approving Party’s its approval or denial of such approval within ten (10) business days [*] Calendar Days of any request for such approval by the other Controlling Party, provided that (iX) in the event the Approving Secondary Party wishes to deny such approval, such notice shall include a written description of the Approving Secondary Party’s reasonable objections to the proposed settlement, consent judgment, settlement or other voluntary disposition and (iiY) the Approving Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, settlement or other voluntary disposition in the event it fails to provide such notice within such ten [*] Calendar Day period. Any recovery, damages, or amounts in settlement received by the Controlling Party with respect to the alleged, actual, or potential infringement of the rights to Cempra Patents granted in the Territory in the Field under this Agreement, or any settlement agreement entered into with respect thereto, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action or settlement, and the remainder shall be split (10i) business day periodin the event Cempra is the Controlling Party, [*] percent ([*]%) to each Party and (ii) in the event Toyama is the Controlling Party, [*] percent ([*]%) to Toyama and [*] percent ([*]%) to Cempra, with the Controlling Party promptly paying the applicable amount to the Secondary Party; any recovery, damages, or amounts in settlement received by the Controlling Party with respect to any other alleged, actual, or potential infringement of the Cempra Patents, or settlement entered into with respect thereto, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action or settlement, and the remainder shall be retained entirely by Cempra (in the event of any action, settlement, or voluntary disposition entered into by Cempra) or paid to Cempra by Toyama (in the event of any action, settlement, or voluntary disposition entered into by Toyama). Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any proceeding governed by this Section 9.5.