Common use of Claimed Infringement Clause in Contracts

Claimed Infringement. Each Party will promptly notify the other Party if a Third Party brings any Action alleging patent infringement by Lian or Landos or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture or Commercialization of any Licensed Product or Joint Patent Rights (any such Action, an “Infringement Claim”) in the Territory. Lian will have the right, but not the obligation, to control the defense and response to any such Infringement Claim in the Territory with respect to Lian’s activities, at Lian’s sole cost and expense, and Landos will have the right, at its own expense, to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos will have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim with respect to Landos’ activities, including any such Infringement Claim in the Territory or outside of the Territory. Upon the request of the Party controlling the response to the Infringement Claim, the other Party will reasonably cooperate with the controlling Party in the reasonable defense of such Infringement Claim. The other Party will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both Parties, then each Party will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim under this Section 7.4 (Claimed Infringement) will (a) consult with the other Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Claim will have the right to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, that, neither Party will have the right to settle any Infringement Claim under this Section 7.4 (Claimed Infringement) in a manner that diminishes the rights or interests of the other Party under this Agreement without the consent of such other Party, which consent will not be unreasonably withheld.

Claimed Infringement. Each In the event that a Third Party will at any time provides written notice of a claim to, or brings an action, suit or proceeding against, a Party, or any of its Affiliates or Sublicensees, claiming infringement of such Third Party’s Patent Rights or unauthorized use or misappropriation of such Third Party’s Know-How, based upon an assertion or claim arising out of the research, Development, Manufacture, Commercialization or other use of a Royalty Bearing Product by such Party (a “Third Party Infringement Claim”), such Party shall promptly notify the other Party if of the claim or the commencement of such action, suit or proceeding, enclosing a copy of the claim and/or all papers served. Subject to Section 7.5, the Party or its Affiliate or Sublicensee against which such Third Party brings any Action alleging patent infringement by Lian or Landos or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture or Commercialization of any Licensed Product or Joint Patent Rights (any such Action, an “Infringement Claim”) in the Territory. Lian will have the right, but not the obligation, to control the defense and response to any such Infringement Claim in the Territory with respect to Lian’s activities, at Lian’s sole cost and expense, and Landos will have the right, at its own expense, to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos will is brought shall have the sole right, but not the obligation, to control defend such Third Party Infringement Claim. When calculating any royalties due hereunder to the other Party, the sued Party may deduct from Net Sales with respect to a calendar quarter (a) all reasonable out-of-pocket litigation expenses incurred by such Party, its Affiliate or Sublicensee in the defense of such Third Party Infringement Claim during such calendar quarter, and response (b) any amounts paid by the sued Party or its Affiliates in settlement or as damages with respect to any such Third Party Infringement Claim with respect to Landos’ activitiespast infringement (and any settlement shall reflect a reasonable allocation of payments for past infringement and royalties on future sales in proportion to the past infringing sales and the anticipated future sales); provided, including any however, that (1) the sued Party shall not settle a claim for non-monetary consideration unless (A) the sued Party solely bears the cost of such Infringement Claim in settlement or (B) the Territory or outside Parties agree to the allocation of the Territory. Upon the request of the Party controlling the response to the Infringement Claim, the other Party will reasonably cooperate with the controlling Party in the reasonable defense fair market value of such Infringement Claim. The other Party consideration against Net Sales, (2) in no event will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both Parties, then each Party will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim a deduction under this Section 7.4 reduce Net Sales by more than fifty percent (Claimed Infringement50%) will (a) consult with the other Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto to such calendar quarter and (c3) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Claim will have the right deduction that is not usable pursuant to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, that, neither Party will have the right to settle any Infringement Claim under this Section 7.4 subclause (Claimed Infringement2) may be carried forward for use in a manner that diminishes the rights or interests of the other Party under this Agreement without the consent of such other Party, which consent will not be unreasonably withheldfuture period.

Claimed Infringement. Each Party will of the Parties shall promptly notify the other Party if a in the event that any Third Party files any suit or brings any Action other action alleging patent infringement by Lian JBI or Landos Pharmacyclics or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture Manufacture, Commercialization or Commercialization use of any Licensed Compound or Product or Joint Patent Rights (any such Action, suit or other action referred to herein as an “Infringement Claim”) ). Each of the Parties shall also promptly notify the other in the Territoryevent that any Third Party files any suit or brings any other action alleging patent infringement by JBI or Pharmacyclics or any of their respective Affiliates or Sublicensees with respect to the practice of any Pharmacyclics Intellectual Property, JBI Intellectual Property or Joint Technology that is not an Infringement Claim. Lian will In the case of any Infringement Claim, the Parties shall promptly, and within [**]of written notice from either Party to the other thereof, discuss which Party shall control the response to such Infringement Claim, and if the Parties do not mutually agree upon which Party shall control, then (i) [**] shall have the right, but not the obligation, first right to control the defense and response to any such Infringement Claim in the Territory with respect to Lian’s activities, at Lian’s sole cost and expenseClaim, and Landos will have the right, at its own expense, (ii) if [**] does not notify [**] that [**]elects to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos will have the sole right, but not the obligation, elect to control the defense and response to any a particular Infringement Claim within [**] after written notice thereof between the Parties, then [**] shall control the defense and response to a such Infringement Claim with respect to Landos’ activities, including any such Infringement Claim in the Territory or outside of the TerritoryClaim. Upon the request of the Party controlling the response to the Infringement Claim, the other Party will shall reasonably cooperate with the controlling Party at the controlling Party’s expense in the reasonable defense of such Infringement Claim. The other Party will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigationlitigation at its own expense. If the Infringement Claim is brought against both Parties, then each Party will have the right With respect to defend against the any Infringement Claim. The Party defending an Infringement Claim under this Section 7.4 (Claimed Infringement) will (a) consult with , the other Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the response to the Infringement Claims shall independently bear [**] of the damages or recovery obtained by the Third Party asserting such Infringement Claim, by settlement or otherwise. The remaining [**] shall be paid by the other Party. The Out-of-Pocket Costs in defending, and providing requested assistance in the defense against an Infringement Claim will have the right to settle of, such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, that, neither Party will have the right to settle any Infringement Claim under this Section 7.4 (Claimed Infringement) shall be included in a manner that diminishes the rights or interests of the other Party under this Agreement without the consent of such other Party, which consent will not be unreasonably withheldShared Patent Costs.

Claimed Infringement. Each Party will promptly notify the other Party if a Third Party brings any Action alleging patent infringement by Lian or Landos Licensor or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture or Commercialization of any Licensed Product or Joint Patent Rights (any such Action, an “Infringement Claim”) in the Territory. Lian will have the right, but not the obligation, to control the defense and response to any such Infringement Claim in the Territory with respect to Lian’s activities, at Lian’s sole cost and expense, and Landos Licensor will have the right, at its own expense, to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos Licensor will have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim with respect to Landos’ Licensor’s activities, including any such Infringement Claim in the Territory or outside of the Territory. Upon the request of the Party controlling the response to the Infringement Claim, the other Party will reasonably cooperate with the controlling Party in the reasonable defense of such Infringement Claim. The other Party will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both Parties, then each Party will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim under this Section 7.4 (Claimed Infringement) will (a) consult with the other Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Claim will have the right to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, that, neither Party will have the right to settle any Infringement Claim under this Section 7.4 (Claimed Infringement) in a manner that diminishes the rights or interests of the other Party under this Agreement without the consent of such other Party, which consent will not be unreasonably withheld.

Claimed Infringement. Each Party will promptly notify the other Party if a Third Party brings any Action alleging patent infringement by Lian BioNova or Landos Sutro or any of their respective Affiliates or its or their Sublicensees with respect to the Development, Manufacture or Commercialization of any Licensed Product or Joint Patent Rights Patents (any such Action, an “Infringement Claim”) in the Field in the Territory. Lian BioNova will have the right, but not the obligation, to control the defense and response to any such Infringement Claim in the Field and in the Territory with respect to LianBioNova’s activities, at LianBioNova’s sole cost and expense, and Landos Sutro will have the right, at its own expense, to be represented in any such Infringement Claim in the Field and in the Territory by counsel of its own choiceselection. Landos Sutro will have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim with respect to Landos’ Sutro’s activities, including any such Infringement Claim in the Territory or outside of the Territory. Upon the request of the Party controlling the response to the Infringement Claim, the other Party will reasonably cooperate with the controlling Party in the reasonable defense of such Infringement Claim. The other Party will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both Parties, then each Party will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim under this Section 7.4 (Claimed Infringement) 9.4 will (a) consult with the other Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto thereto, and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Claim will have the right to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, ; provided, that, neither Party will have the right to settle unless any Infringement Claim under this Section 7.4 (Claimed Infringement) in such settlement includes a manner that diminishes the rights or interests full and unconditional release from all liability of the other Party under this Agreement without and does not adversely affect the consent rights of such the other Party, which any such settlement will be subject to the other Party’s prior written consent will (not to be unreasonably withheld).

Claimed Infringement. Each In the event that a Third Party will at any time provides written notice of a claim to, or brings an action, suit or proceeding against, a Party, or any of its Affiliates or Sublicensees, claiming infringement of such Third Party’s Patent Rights or unauthorized use or misappropriation of such Third Party’s Know-How, based upon an assertion or claim arising out of the research, Development, Manufacture, Commercialization or other use of a Product, Opt-Out Product, Terminated In-Licensed Product, Assumed Product or Assumed In-Licensed Product by such Party (a “Third Party Infringement Claim”), such Party shall promptly notify the other Party if of the claim or the commencement of such action, suit or proceeding, enclosing a copy of the claim and/or all papers served. Subject to Section 7.5, the Party or its Affiliate or Sublicensee against which such Third Party brings any Action alleging patent infringement by Lian or Landos or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture or Commercialization of any Licensed Product or Joint Patent Rights (any such Action, an “Infringement Claim”) in the Territory. Lian will have the right, but not the obligation, to control the defense and response to any such Infringement Claim in the Territory with respect to Lian’s activities, at Lian’s sole cost and expense, and Landos will have the right, at its own expense, to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos will is brought shall have the sole right, but not the obligation, to control defend such Third Party Infringement Claim. When calculating any royalties due hereunder to the other Party, the sued Party may deduct from Net Sales with respect to a calendar quarter (a) all reasonable out-of-pocket litigation expenses incurred by such Party, its Affiliate or Sublicensee in the defense of such Third Party Infringement Claim during such calendar quarter, and response (b) any amounts paid by the sued Party or its Affiliates in settlement or as damages with respect to any such Third Party Infringement Claim with respect to Landos’ activitiespast infringement (and any settlement shall reflect a reasonable allocation of payments for past infringement and royalties on future sales in proportion to the past infringing sales and the anticipated future sales); provided, including any however, that (1) the sued Party shall not settle a claim for non-monetary consideration unless (A) the sued Party solely bears the cost of such Infringement Claim in settlement or (B) the Territory or outside Parties agree to the allocation of the Territory. Upon the request of the Party controlling the response to the Infringement Claim, the other Party will reasonably cooperate with the controlling Party in the reasonable defense fair market value of such Infringement Claim. The other Party consideration against Net Sales, (2) in no event will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both Parties, then each Party will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim a deduction under this Section 7.4 reduce Net Sales by more than fifty percent (Claimed Infringement50%) will (a) consult with the other Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto to such calendar quarter and (c3) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Claim will have the right deduction that is not usable pursuant to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, that, neither Party will have the right to settle any Infringement Claim under this Section 7.4 subclause (Claimed Infringement2) may be carried forward for use in a manner that diminishes the rights or interests of the other Party under this Agreement without the consent of such other Party, which consent will not be unreasonably withheldfuture period.

Claimed Infringement. Each Party will promptly notify the other Party if a Third Party brings any Action action, claim or assertion alleging patent intellectual property infringement by Lian Bayer or Landos Eidos or any of their respective Affiliates Affiliates, or Sublicensees with respect to the Development, Manufacture or Commercialization of any Licensed Product or Joint Patent Rights (any such Actionaction, an “Infringement Claim”) in or outside the Licensed Territory. Lian Such notice will include a copy of any summons or complaint (or the equivalent thereof) received regarding the foregoing. Bayer will have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim in the Licensed Territory with respect to LianBayer’s activities, at LianBayer’s sole cost and expense, and Landos Eidos will have the right, at its own cost and expense, to be represented in any such Infringement Claim in the Licensed Territory by counsel of its own choice. Landos will Eidos shall have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim with respect to LandosEidos’ activities, including any such Infringement Claim in the Territory or outside of the Licensed Territory, and Bayer will have the right, at its own cost and expense, to be represented in any such Infringement Claim outside of the Licensed Territory by counsel of its own choice. Upon the request of the Party controlling the response to the Infringement Claim, the other Party will reasonably cooperate with the controlling Party in the reasonable defense of such Infringement Claim. The other Party will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both Parties, then each Party will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim under this Section 7.4 (Claimed Infringement) 9.4 will (a) consult with the other Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, any pleadings, briefs, declarations, correspondence and other similar documents, in connection with such defense. The Party controlling the defense against an Infringement Claim will have the right to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, that, neither Party will have the right to settle unless any Infringement Claim under this Section 7.4 (Claimed Infringement) in such settlement includes a manner that diminishes the rights or interests full and unconditional release from all liability of the other Party under this Agreement without and does not adversely affect the consent rights of such the other Party, which any such settlement will be subject to the other Party’s prior written consent, such consent will not to be unreasonably withheldwithheld or delayed.

Claimed Infringement. Each (a) In the event that any of the Parties becomes aware of any claim that the practice of Millennium Process Technology that has been or will be transferred to MAGI or Monsanto pursuant to Article III or Article IV hereof ("Transferred Millennium Process Technology") infringes the intellectual property rights of any third party, such Party will shall promptly notify the other Party if a Third Party brings any Action alleging patent infringement by Lian or Landos or any Parties (an "Infringement Notice"). However, the provisions of this Section 6.5 shall not apply to Specified Process Technology (as defined below). (b) If MAGI, Monsanto and/or their respective Affiliates are named as defendants in any action or Sublicensees proceeding claiming that their practice of Transferred Millennium Process Technology infringes the intellectual property rights of any third party (an "Infringement Proceeding"), and both (i) Millennium elects to defend and indemnify MAGI, Monsanto and their respective Affiliates with respect to the DevelopmentInfringement Proceeding, Manufacture or Commercialization and (ii) MAGI, Monsanto and their respective Affiliates have not been enjoined by a court of any Licensed Product or Joint Patent Rights (any such Action, an “Infringement Claim”) competent jurisdiction from continuing to Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. practice the applicable Transferred Millennium Process Technology in the Territory. Lian will have the rightField, but not the obligation, to control the defense and response to any such Infringement Claim in the Territory with respect to Lian’s activities, at Lian’s sole cost and expense, and Landos will have the right, at its own expense, to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos will have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim with respect to Landos’ activities, including any such Infringement Claim in the Territory or outside of the Territory. Upon the request of the Party controlling the response to the Infringement Claim, the other Party will reasonably cooperate with the controlling Party in the reasonable defense of such Infringement Claim. The other Party will then Millennium shall have the right to consult control the resolution of the claim(s) and all payment obligations of MAGI, Monsanto and their respective Affiliates to Millennium under this Agreement shall continue in effect without abatement, setoff or reduction. The election of Millennium to defend and indemnify MAGI, Monsanto and their respective Affiliates shall be made in writing by Millennium within thirty (30) days after Millennium receives written notice of the Infringement Proceeding from Monsanto or MAGI. (c) If either (i) Millennium does not elect to defend and indemnify MAGI, Monsanto and their respective Affiliates within the 30-day period referred to in subsection (b) with respect to the controlling Party concerning any Infringement Claim Proceeding, or (ii) MAGI, Monsanto and their respective Affiliates have been enjoined by a court of competent jurisdiction from continuing to participate practice the applicable Transferred Millennium Process Technology in the Field, then [**] (to the extent [**] shall be [**] which they relate to the [**] shall be [**] of the [**] which is the [**] which is the [**]. For purposes of this subsection (c), [**] and be represented by independent counsel the [**] pursuant to [**] of the [**] or, in any associated litigation. the event that [**]. (d) If the claim(s) with respect to an Infringement Claim Proceeding is brought against both Partiesresolved in such a manner that MAGI, Monsanto or their respective Affiliates incur either a lump-sum or ongoing payment obligation to a third party to continue to practice the Transferred Millennium Process Technology, then each Party will MAGI, Monsanto and their respective Affiliates shall have the right to defend be repaid royalties previously paid to Millennium pursuant to this Agreement and/or offset such payments to third parties against their payment obligations to Millennium under this Agreement, PROVIDED THAT in any quarter, such repayment of royalties and offset shall in no event collectively exceed an amount equal to [**] multiplied by the Infringement Claimamount of the payments otherwise due under Section 5.2 for such quarter. (e) As used in this Section 6.5, the term "Specified Process Technology" means Millennium Process Technology as to which (i) Millennium has indicated in writing to MAGI and/or Monsanto prior to the transfer thereof pursuant to Articles III or IV that third party licenses are necessary in order to practice the technology, AND (ii) Millennium has, prior to such transfer, obtained, or could obtain if it so chose, such third party licenses on its own behalf. The Party defending an Infringement Claim under this Section 7.4 (Claimed Infringement) will (a) consult with the other Party as to the strategy for the prosecution provisions of such defense, subsections (b) consider in good faith any comments from the other Party with respect thereto and ), (c) keep the other Party reasonably informed and (d) of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Claim will have the right to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, that, neither Party will have the right to settle any Infringement Claim under this Section 7.4 (Claimed Infringement) in a manner that diminishes 6.5, however, shall apply to Specified Process Technology if the claim of infringement is unrelated to the rights or interests of that would have been granted pursuant to such third party license as to which Millennium has provided notice under subsection (e)(i). Confidential Materials omitted and filed separately with the other Party under this Agreement without the consent of such other Party, which consent will not be unreasonably withheldSecurities and Exchange Commission. Asterisks denote omissions.

Claimed Infringement. Each In the event that any action is brought or threatened against BioCryst or CSL or any Affiliate of either Party will promptly notify alleging the infringement or other Party if violation of the Intellectual Property Rights of a Third Party brings any Action alleging patent infringement by Lian or Landos or any reason of their respective Affiliates or Sublicensees with respect to the making, use, sale, importation, Development, Manufacture manufacture or Commercialization of any the Licensed Product or Joint Patent Rights (any such Action, an “Infringement Claim”) in the Territory. Lian will have the right, but not the obligation, to control the defense Field and response to any such Infringement Claim in or for the Territory with respect to Lian’s activitiesafter the Effective Date, at Lian’s sole cost and expense, and Landos will have the right, at its own expense, to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos will have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim with respect to Landos’ activities, including any such Infringement Claim in the Territory or outside of the Territory. Upon the request of the Party controlling the response to the Infringement Claim, the other Party will reasonably cooperate with the controlling Party in the reasonable defense of such Infringement Claim. The other Party will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both Parties, then each Party will CSL shall have the right to defend against or settle such action and shall control the Infringement Claimdefense of such action. The Party defending an Infringement Claim under this Section 7.4 CSL will bear *** percent (Claimed Infringement***%) will of and BioCryst shall bear *** percent (a***%) consult with of the other Party as to the strategy for the prosecution of (i) reasonable and documented out-of-pocket costs and legal expenses incurred by CSL and BioCryst in such defense, excluding (bx) any costs associated with the time expended by employees of a Party and (y) any expenses incurred by Party as a result of its own election to participate in a consultative capacity through its own counsel in any such action, and (ii) any damage award entered in favor of such Third Party in any such action based on such infringement or violation and any upfront and deferred payments, royalties and license fees in any settlement agreement that relate to CSL’s making, having made, using, selling, offering for sale, importing, Developing, having Developed, manufacturing, having manufactured, Commercializing and having Commercialized the Compound or Licensed Products in the Field in the Territory (“Infringement Defense Costs”); provided that BioCryst’s share of such Infringement Defense Costs will be funded by CSL, with CSL being reimbursed for BioCryst’s share of such Infringement Defense Costs solely through deductions from the milestone, royalty and Profit Share payments that are then due and payable or thereafter become due and payable under this Agreement, in accordance with Section 9.3(c)(v). BioCryst shall have the right to participate in such action through its own counsel at its cost in a consultative capacity. The Parties shall provide all reasonable assistance to each other and reasonably cooperate to defend or settle such action. CSL shall not compromise, settle or otherwise dispose of any such action without BioCryst’s prior consent, provided that BioCryst shall not unreasonably withhold its consent. Further, if the practice of the BioCryst Patents by or on behalf of CSL in accordance with this Agreement would, in the absence of any license or other agreement, infringe the Intellectual Property Rights of any Third Party, CSL may deduct from milestone payments, royalties and Profit Share due to BioCryst *** percent (***%) of the arms’ length payments made by CSL to such Third Party in respect of the infringed Intellectual Property Rights, subject to Section 9.3(c)(v). Prior to agreeing to make any payment to a Third Party, CSL shall notify BioCryst and consider in good good-faith any comments from BioCryst. Notwithstanding the other Party with respect thereto and (c) keep the other Party reasonably informed foregoing, CSL’s obligations under this Section 10.4 shall not apply to any Losses for which BioCryst is obligated to indemnify CSL under Section 15.2 or limit any right or remedy of any material steps taken and provide copies of all material documents filed, CSL in connection with such defenseLosses. The Party controlling the defense against an Infringement Claim will have the right Parties shall provide all reasonable assistance to each other and reasonably cooperate to defend or settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, that, neither Party will have the right to settle any Infringement Claim under this Section 7.4 (Claimed Infringement) in a manner that diminishes the rights or interests of the other Party under this Agreement without the consent of such other Party, which consent will not be unreasonably withheldaction.

Claimed Infringement. Each Party will of the Parties shall promptly notify the other Party if a in the event that any Third Party files any suit or brings any Action other action alleging patent infringement by Lian ▇▇▇▇▇▇▇ or Landos or any of their respective Affiliates or Sublicensees Fate with respect to the Development, Manufacture Manufacture, Commercialization or Commercialization use of any Licensed Collaboration Candidate or a Licensed Product containing such Licensed Collaboration Candidate, or Joint Patent Rights of the Precursor iPSC, Master iPSC Bank or the CD34 Composition corresponding to such Licensed Collaboration Candidate (any such Action, suit or other action referred to herein as an “Infringement Claim”) in ). In the Territory. Lian will event of any Infringement Claim, the Parties shall promptly, and within [***] days of written notice from either Party to the other thereof, discuss which Party shall control the response to such Infringement Claim, and if the Parties do not mutually agree upon which Party shall control, then [***] shall have the right, but not the obligation, right to control the defense and response to any of such Infringement Claim in the Territory with respect to Lian’s activities, at Lian’s sole cost and expense, and Landos will have the right, at its own expense, to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos will have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim with respect to Landos’ activities, including any such Infringement Claim in the Territory or outside of the TerritoryClaim. Upon the request of the Party controlling the response to the Infringement Claim, the other Party will shall reasonably cooperate with the controlling Party at the controlling Party’s expense in the reasonable defense of such Infringement Claim. The other Party will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigationlitigation at its own expense. If [***] Notwithstanding the Infringement Claim is brought against both Parties, then each Party will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim under this Section 7.4 (Claimed Infringement) will (a) consult with the other Party as to the strategy for the prosecution of such defenseforegoing, (bi) consider in good faith any comments from no settlement shall be entered into, or accepted, without the other Party with respect thereto and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Claim will have the right to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, that, neither Party will have the right to settle any Infringement Claim under this Section 7.4 (Claimed Infringement) in a manner that diminishes the rights or interests prior written consent of the other Party under this Agreement without if such settlement would materially adversely affect the consent of rights and benefits of, or impose or adversely affect any obligations on, such other Party, which consent shall not unreasonably be withheld, delayed or conditioned, and (ii) the Parties’ rights and obligations under this Section 11.6 will not be unreasonably withheldsubject to ARTICLE 14, if applicable.

Claimed Infringement. Each Party will promptly notify the other Party if a Third Party brings any Action alleging patent infringement by Lian CANbridge or Landos AVEO or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture or Commercialization of any Licensed Product or Joint Patent Rights (any such Action, an “Infringement Claim”) in ). In the Territory. Lian case of any Infringement Claim, CANbridge will have the right, but not the obligationobligation to, to control the defense and response to any such Infringement Claim in the Territory with respect to Lian’s activities, at Lian’s sole cost and expenseLicensed Territory, and Landos AVEO will have the right, at its own expense, to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos will have the sole right, but not the obligationobligation to, to control the defense and response to any such Infringement Claim with respect to Landos’ activities, including any such Infringement Claim in the Territory or outside of the North America Territory. Upon the request of the Party controlling the response to the Infringement Claim, the other Party will reasonably cooperate with the controlling Party in the reasonable defense of such Infringement Claim. The other Party will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both Parties, then each Party will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim under this Section 7.4 7.5 (Claimed Infringement) will (a) consult with the other Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Claim will have the right to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, that, neither Party will have the right to settle unless any Infringement Claim under this Section 7.4 (Claimed Infringement) in such settlement includes a manner that diminishes the rights or interests full and unconditional release from all liability of the other Party under this Agreement without and does not adversely affect the consent rights of such the other Party, which consent any such settlement will not be unreasonably withheldsubject to the other Party’s prior written consent.

Claimed Infringement. Each Party of Company and Licensee will promptly notify the other Party if a Third Party brings any Action alleging patent infringement by Lian Licensee or Landos Company or any of their respective Affiliates or Sublicensees sublicensees with respect to the Development, Manufacture or Commercialization of any Licensed Product or Joint Patent Rights in the Field in a Region (any such Action, an “Infringement Claim”) in ). Each Party will have the Territoryright to defend against an Infringement Claim brought against it subject to the terms of this Section 7.4. Lian In the case of any Infringement Claim, [***] will have the right, but not the obligation, to control the defense and response to any such Infringement Claim in the Territory with respect to Lian’s activities, at Lian’s sole cost and expense, and Landos will have the right, at its own expense, to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos will have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim with respect to Landos’ activities, including any such Infringement Claim in the Territory or outside of the TerritoryClaim. Upon the request of the Party controlling the response to the Infringement Claim[***], the other Party [***] will reasonably cooperate with the controlling Party [***] in the reasonable defense of such Infringement Claim. The other Party [***] will have the right to consult with the controlling Party concerning any Infringement Claim [***] and to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both PartiesCompany and Licensee, then each Party of Company and Licensee will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim under this Section 7.4 (Claimed Infringement) will (a) consult with the other Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Claim will have the right to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, provided that, neither Party will have the right to settle unless any Infringement Claim under this Section 7.4 (Claimed Infringement) in such settlement includes a manner that diminishes the rights or interests full and unconditional release from all liability of the other Party under this Agreement without and does not adversely affect the consent rights of such the other Party, which consent any such settlement will not be unreasonably withheldsubject to the other Party’s prior written consent.

Claimed Infringement. Each (a) In the event that a third party at any time provides written notice of a claim to, or brings an action, suit or proceeding against, any Party will promptly notify the other Party if a Third Party brings any Action alleging patent infringement by Lian or Landos or any of their respective Affiliates affiliates or Sublicensees with respect sublicensees, claiming infringement of its patent rights or copyrights or unauthorized use or misappropriation of its technology, based upon an assertion or claim arising out of the development, manufacture, use or sale of Licensed Products, such Party shall promptly notify each other Party of the claim or the commencement of such action, suit or proceeding, enclosing a copy of the claim and/or all papers served. At the request of ILIV, KLT shall provide to ILIV advice regarding the Development, Manufacture or Commercialization technical merits of any Licensed Product or Joint Patent Rights such claim. (any such Action, an “Infringement Claim”b) in the Territory. Lian will have the right, but not the obligation, to control the defense and response to any such Infringement Claim in the Territory with respect to Lian’s activities, KLT shall defend ILIV at Lian’s sole KLT' cost and expense, and Landos will indemnify and hold harmless ILIV, from and against any and all claims, losses, costs, damages, fees and expenses arising out of or in connection with the infringement or alleged infringement by a Licensed Product of any United States or foreign patent, copyright, trade secret or other intellectual property right of any third party and any settlements relating thereto, provided that KLT shall have the right, at its own expense, to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos will have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim authority with respect to Landos’ activities, including the defense or settlement of any such Infringement Claim claim or action and ILIV shall cooperate fully with KLT in the Territory defense or outside settlement of any such claim or action. In the Territory. Upon the request of the Party controlling the response event that any Licensed Product becomes, or in KLT's opinion is likely to the Infringement Claimbecome, the subject of a claim of infringement of any United States or foreign patent, copyright, trade secret or other Party will reasonably cooperate with the controlling Party in the reasonable defense intellectual property right of such Infringement Claim. The other Party will have any third party, KLT may at its option either secure for ILIV the right to consult with continue using the controlling Party concerning any Infringement Claim Licensed Product, replace or modify the Licensed Product to make it non-infringing without impairment of function or if neither of the foregoing alternatives is reasonably available to KLT, terminate ILIV's rights and licenses to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both Parties, then each Party will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim Licensed Product under this Section 7.4 (Claimed Infringement) will (a) consult with the other Party as Agreement and refund to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto and ILIV all amounts paid by ILIV to KLT depreciated on a five year straight line basis. (c) keep The provisions of Section 5.5(b) notwithstanding, KLT shall not have any liability under Section 5.5(b) to the extent that any infringement or claim results from: (i) use of the Licensed Product in combination with some other Party reasonably informed product or pharmaceutical formulation not supplied by KLT where the Licensed Product itself would not be infringing; or (ii) modifications of the Licensed Product where the Licensed Product, if not modified by or for ILIV, would not be infringing. (d) Except as otherwise provided in this paragraph (d), if ILIV or any material steps taken and provide copies of all material documents filedits sublicensees, in connection with order to operate under or exploit the license granted under Article II of this Agreement in any country, must, in ILIV's or its sublicensee's reasonable judgment, make payments to one or more third parties to obtain a license or similar right under a patent or other technology in the absence of which Licensed Products could not legally be developed, manufactured, used, marketed or sold in such defensecountry, such third party payments shall reduce and be set off against the royalty payments or sublicense fees otherwise due to KLT in such country. Any payments by ILIV or any of its sublicensees to one or more third parties to obtain a license or similar right under a patent or other technology pertaining to a pharmaceutical formulation being delivered by Licensed Products shall not reduce or be set off against the royalty payments or sublicense fees due to KLT. During the course of negotiations between ILIV or any of its sublicensees and such third party, KLT shall render to ILIV and Agent's sublicensees reasonable assistance as necessary for ILIV or any of its sublicensees to secure such license or similar right. The Party controlling negotiation and final terms of such license or similar right shall be in the defense against an Infringement Claim will have sole discretion of ILIV and its sublicensees. (e) This Section 5.5 states the right to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, that, neither Party will have the right to settle any Infringement Claim under this Section 7.4 (Claimed Infringement) in a manner that diminishes the rights or interests entire responsibility of the other Party KLT under this Agreement without in the consent case of such other Party, which consent will not be unreasonably withheldany claimed infringement or violation of any third party's rights or unauthorized use or misappropriation of any third party's technology.

Claimed Infringement. Each of the Parties shall promptly notify the other in the event a Party will becomes aware that the Development, Manufacture, having Manufactured, use or Commercialization of any Compound and/or Product in or for the Territory pursuant to this Agreement infringes the intellectual property rights of any Third Party, and shall promptly provide the other Party with any notice it receives or has received from a Third Party related to such suspected infringement (“Infringement of Third Party Rights Claim”). The Party subject to an Infringement of Third Party Rights Claim shall promptly notify the other Party if a in writing and shall discuss with the other Party the strategy for defending such Infringement of Third Party brings any Action alleging patent infringement by Lian or Landos or any of their respective Affiliates or Sublicensees with respect Rights Claim, but, subject to the DevelopmentSections 10.1, Manufacture or Commercialization of any Licensed Product or Joint Patent Rights (any such Action10.2 and 10.3, an “Infringement Claim”) in the Territory. Lian will shall have the right, but not the obligation, right to direct and control the defense thereof in its sole discretion and response to any such Infringement Claim in the Territory with respect to Lian’s activities, at Lian’s sole cost and expense, and Landos will have the right, at its own expense, to be represented in any such Infringement Claim in the Territory by with counsel of its own choice. Landos will have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim with respect to Landos’ activities, including any such Infringement Claim in the Territory or outside of the Territory. Upon the request of the Party controlling the response to the Infringement Claim; provided that, the other Party will reasonably cooperate may participate in (but not direct or control) the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the controlling Party in the reasonable defense of subject to such Infringement Claim. The other of Third Party will have the right Rights Claim agrees to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both Parties, then each Party will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim under this Section 7.4 (Claimed Infringement) will (a) consult with the other Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto and (c) keep the other Party hereto reasonably informed of any material steps taken and provide copies of all material documents filed, developments in connection with such defensetherewith. The Party controlling the defense against an Infringement Claim will have the right Both Parties agree not to settle such Infringement Claim on terms deemed reasonably appropriate by of Third Party Rights Claim, or make any admissions or assert any position in such PartyInfringement of Third Party Rights Claim, provided, that, neither Party will have the right to settle any Infringement Claim under this Section 7.4 (Claimed Infringement) in a manner that diminishes would materially adversely affect the rights allegedly infringing Compound and/or Product or interests the Development, Manufacture, having Manufactured, use or Commercialization of such Compound and/or Product in any country of the other Party under this Agreement world, without the prior written consent of such the other Party, which consent will shall not be unreasonably withheld, delayed or conditioned. [***] of (i) any damage award and/or settlement amount arising from an Infringement of Third Party Rights Claim based on the practice by either Party of the vTv Intellectual Property with respect to the Compound and/or Product in or for the Territory, which is due to the Third Party by Newsoara, and (ii) attorney fees paid by Newsoara relating to such Infringement of Third Party Rights Claim, will be credited against the royalties that are due from Newsoara to vTv hereunder, subject to the limitations in Sections 6.5(d) and 6.5(e).

Claimed Infringement. Each Party will promptly notify the other Party if a Third Party brings any Action alleging patent infringement by Lian CANbridge or Landos PUMA or any of their respective Affiliates or Sublicensees sublicensees with respect to the Development, Manufacture or Commercialization of any Licensed Product or Joint Patent Rights (any such Action, an “Infringement Claim”) in ). In the Territory. Lian case of any Infringement Claim, CANbridge will have the right, but not the obligation, to control the defense and response to any such Infringement Claim in the Territory with respect to Lian’s activities, at Lian’s sole cost and expenseTerritory, and Landos PUMA will have the right, at its own expense, to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos will have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim with respect to Landos’ activities, including any such Infringement Claim in the Territory or outside of the Territory. Upon the request of the Party controlling the response to the Infringement Claim, the other Party will reasonably cooperate with the controlling Party in the reasonable defense of such Infringement Claim. The other Party will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both Parties, then each Party will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim under this Section 7.4 (Claimed Infringement) will (a) consult with the other Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Claim will have the right to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, that, neither Party will have the right to settle unless any Infringement Claim under this Section 7.4 (Claimed Infringement) in such settlement includes a manner that diminishes the rights or interests full and unconditional release from all liability of the other Party under this Agreement without and does not adversely affect the consent rights of such the other Party, which consent any such settlement will not be unreasonably withheldsubject to the other Party’s prior written consent.

Claimed Infringement. Each Party will promptly notify (a) In the other Party if event that a Third Party third party at any time provides written notice of a claim to, or brings an action, suit or proceeding against, any Action alleging patent infringement by Lian or Landos Party, or any of their respective Affiliates or Sublicensees, claiming infringement of its patent rights or unauthorized use or misappropriation of its know-how, based upon an assertion or claim arising out of the development, use, manufacture, distribution or sale of Licensed Products, such Party shall promptly notify the other Parties of the claim or the commencement of such action, suit or proceeding, enclosing a copy of the claim and all papers served. Each Party agrees to make available to the other Parties its advice and counsel regarding the technical merits of any such claim at no cost to the other Parties and to offer reasonable assistance to the other Parties at no cost to the other Parties. (b) MLNM shall have sole and exclusive responsibility for the defense of any such claim brought against MLNM or its Affiliates or Sublicensees arising out of the development, use, manufacture, distribution or sale of Licensed Products (a "MLNM Claim"). MLNM shall also have the right to assume sole and exclusive responsibility for the defense of any such claim brought against the XOMA Parties or their Affiliates or Sublicensees arising out of the development, use, manufacture, distribution or sale of Licensed Products (a "XOMA Claim"). The XOMA Parties shall have the right to participate and be represented in the defense of a XOMA Claim by their own counsel at their own expense and shall have the sole and exclusive right to control such defense in the event MLNM fails to exercise its right to assume such defense within thirty (30) days following written notice from the XOMA Parties of the XOMA Claim. (c) MLNM shall have the sole and exclusive right to select counsel for any MLNM Claim and for any XOMA Claim the defense for which it has assumed sole and exclusive responsibility pursuant to Section 7.4(b); provided that if the XOMA Parties are not participating in the defense of a XOMA Claim, MLNM shall consult with the XOMA Parties with respect to selection of counsel for the Development, Manufacture or Commercialization defense of any Licensed Product XOMA Claim. All litigation costs and expenses incurred by MLNM in connection with any MLNM Claim or Joint Patent Rights (XOMA Claim shall be borne by MLNM; provided that in the event MLNM elects the Co-Development Option and XOMA-US elects to participate, all such costs shall be deemed to be Operating Costs chargeable against Operating Margin/Profit. MLNM shall keep the XOMA Parties promptly informed, and shall from time to time consult with the the XOMA Parties regarding the status of any such Actionclaims and shall provide the XOMA Parties with copies of all documents filed in, an “Infringement Claim”) and all written communications relating to any suit brought in connection with such claims. the Territory. Lian will XOMA Parties shall also have the right, but not the obligation, right to control the defense participate and response to any such Infringement Claim in the Territory with respect to Lian’s activities, at Lian’s sole cost and expense, and Landos will have the right, at its own expense, to be represented in any such Infringement XOMA Claim in or related suit at their own expense. (d) In the Territory by counsel of its own choice. Landos will event that MLNM shall not have assumed the sole right, but not the obligation, to control and exclusive responsibility for the defense and response to of any XOMA Claim, within thirty (30) days after receipt of written notice of such Infringement Claim with respect to Landos’ activities, including any such Infringement Claim in the Territory or outside of the Territory. Upon the request of the Party controlling the response to the Infringement XOMA Claim, the other Party will reasonably cooperate with XOMA Parties shall have sole and exclusive responsibility for the controlling Party in the reasonable defense of such Infringement the XOMA Claim. The other Party will have All litigation costs and expenses incurred by the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both Parties, then each Party will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim under this Section 7.4 (Claimed Infringement) will (a) consult with the other Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, XOMA Parties in connection with such defenseXOMA Claim shall be borne by the XOMA Parties. The XOMA Parties shall keep MLNM promptly informed, and shall from time to time consult with MLNM regarding the status of any such XOMA Claim and shall provide MLNM with copies of all documents filed in, and all written communications relating to, any suit brought in connection with such XOMA Claim. (e) No Party controlling the defense against an Infringement Claim will have the right to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, that, neither Party will have the right to shall settle any Infringement Claim under this Section 7.4 (Claimed Infringement) in a manner that diminishes claims or suits involving rights of another Party without obtaining the rights or interests of the other Party under this Agreement without the prior written consent of such other Party, which consent will shall not be unreasonably withheld.

Claimed Infringement. Each Party will promptly notify the other Party if a Third Party brings any Action alleging patent infringement by Lian or Landos Lyra or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture or Commercialization of any Licensed Product or Joint Patent Rights (any such Action, an “Infringement Claim”) in the Territory. Lian will have the right, but not the obligation, to control the defense and response to any such Infringement Claim in the Field in the Territory with respect to Lian’s activities, at Lian’s sole cost and expense, and Landos Lyra will have the right, at its own expense, to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos Lyra will have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim with respect to Landos’ Lyra’s activities, including any such Infringement Claim in the Territory or outside of the Territory. Upon the request of the Party controlling the response to the Infringement Claim, the other Party will reasonably cooperate with the controlling Party in the reasonable defense of such Infringement Claim. The other Party will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both Parties, then each Party will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim under this Section 7.4 (Claimed Infringement) will (a) consult with the other Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Claim will have the right to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, that, neither Party will have the right to settle any Infringement Claim under this Section 7.4 (Claimed Infringement) in a manner that diminishes the rights or interests of the other Party under this Agreement without the consent of such other Party, which consent will not be unreasonably withheld.

Claimed Infringement. *** Certain information has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Each Party will of the Parties shall promptly notify the other Party if a in the event that any Third Party files any suit or brings any Action other action alleging patent infringement by Lian GSK or Landos Alector or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture Manufacture, Commercialization or Commercialization use of any Licensed Antibody or Licensed Product or Joint Patent Rights (any such Action, suit or other action referred to herein as an “Infringement Claim”) ). Each of the Parties shall also promptly notify the other in the Territoryevent that any Third Party files any suit or brings any other action alleging patent infringement by GSK or Alector or any of their respective Affiliates or Sublicensees with respect to the practice of any Alector Intellectual Property, GSK Intellectual Property or Joint Invention that is not an Infringement Claim. Lian will In the case of any Infringement Claim, the Parties shall promptly, and within [***] [***] of written notice from either Party to the other thereof, discuss which Party shall control the response to such Infringement Claim, and if the Parties do not mutually agree upon which Party shall control, then the Party against whom the Infringement Claim is filed shall have the right, but not the obligation, first right to control the defense and response to any Infringement Claim, provided that if such Infringement Claim in Party does not notify the Territory with respect to Lian’s activities, at Lian’s sole cost and expense, and Landos will have the right, at its own expense, to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos will have the sole right, but not the obligation, other Party that it elects to control the defense and response to any a particular Infringement Claim within [***] [***] after written notice thereof between the Parties, then the other Party shall have the right to control the defense and response to a such Infringement Claim with respect to Landos’ activities, including any such Infringement Claim in the Territory or outside of the TerritoryClaim. Upon the request of the Party controlling the response to the Infringement Claim, the other Party will shall reasonably cooperate with the controlling Party at the controlling Party’s expense in the reasonable defense of such Infringement Claim. The other Party will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigationlitigation at its own expense. If the With respect to any Infringement Claim is brought against both Partiesby a Cost Profit Sharing Product (and not any Opt Out Product) in the U.S., then each GSK shall bear [***] and Alector shall bear [***] of the damages or recovery obtained by the Third Party will have the right to defend against the asserting such Infringement Claim. The Party defending an , by settlement or otherwise and with respect to any other Infringement Claim under this Section 7.4 (Claimed Infringement) will (a) consult with asserted against a Party, subject to ARTICLE XI, such Party shall bear the other damages or recovery awarded to or obtained by any Third Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Claim will have the right to settle asserting such Infringement Claim on terms deemed reasonably appropriate by against such Party, providedby settlement or otherwise. The Out-of-Pocket Costs in defending, thatand providing requested assistance in the defense of, neither Party will have the right to settle any such Infringement Claim under this Section 7.4 (Claimed Infringement) in the U.S. for a manner that diminishes Cost Profit Sharing Product shall be included in Allowable Expenses as a Shared Patent Costs. Subject to ARTICLE XI, the rights or interests of Out-of-Pocket Costs in defending, and providing requested assistance in the other defense of, such Infringement Claim for any Opt Out Product shall be borne by the Party under this Agreement without the consent of incurring such other Party, which consent will not be unreasonably withheldOut-of-Pocket Costs.

Claimed Infringement. Each Party will promptly notify the other Party if a Third Party brings any Action alleging patent infringement by Lian Licensee or Landos Company or any of their respective Affiliates Affiliates, Affiliated Entities (to the extent applicable) or Sublicensees sublicensees with respect to the Development, Manufacture or Commercialization of any Licensed Product or Joint Patent Rights (any such Action, an “Infringement Claim”) in the Field in the Territory. Lian [***] will have the right, but not the obligation, to control the defense and response to any such Infringement Claim in the Field in the Territory with respect to Lian[***]’s activities, at Lian[***]’s sole cost and expense, and Landos [***] will have the right, at its own expense, to be represented in any such Infringement Claim in the Field in the Territory by counsel of its own choice. Landos will [***] shall have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim with respect to Landos’ [***]’s activities, including any such Infringement Claim in the Territory or outside of the Territory[***]. Upon the request of the Party controlling the response to the Infringement Claim, the other Party will reasonably cooperate with the controlling Party in the reasonable defense of such Infringement Claim. The other Party will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both Parties, then each Party will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim under this Section 7.4 (Claimed Infringement) will (a) consult with the other Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Claim will have the right to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, that, neither Party will have the right to settle unless any Infringement Claim under this Section 7.4 (Claimed Infringement) in such settlement includes a manner that diminishes the rights or interests full and unconditional release from all liability of the other Party under this Agreement without and does not adversely affect the consent rights of such the other Party, which consent any such settlement will not be unreasonably withheldsubject to the other Party’s prior written consent.

Claimed Infringement. (a) Each Party will of the Parties shall promptly notify the other Party if a Third Party brings any Action alleging patent infringement by Lian AbbVie or Landos Infinity or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture or Commercialization of any Licensed Compound or Product or Joint Patent Rights (any such Action, an “Infringement Claim”) in ). In the Territory. Lian will have case of any Infringement Claim, the rightParties shall promptly, but not and within [**] days after written notice from either Party to the obligationother thereof, to discuss which Party shall control the defense and response to any such Infringement Claim in the Territory with respect to Lian’s activities, at Lian’s sole cost and expenseClaim, and Landos will have if the rightParties do [**], at its own expensethe [**], subject to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos will have the sole rightARTICLE 11, but not the obligation, to control the defense and response to any such Infringement Claim with respect to Landos’ activities, including any such Infringement Claim in the Territory or outside of the Territory[**]. Upon the request of the Party controlling the response to the Infringement Claim, the other Party will shall reasonably cooperate with the controlling Party in the reasonable defense of such Infringement Claim. The other Party will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both Parties, then each Party will shall have the right to defend against the Infringement Claim. The Party defending an Infringement Claim under this Section 7.4 (Claimed Infringement) will (a) consult with the other Party as to the strategy for the prosecution of such defense, . (b) consider in good faith any comments from the other Party Subject to ARTICLE 11, with respect thereto and (c) keep the other Party reasonably informed of to any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Claim will have for allegedly infringing activities conducted in or for the right to settle US, each Party shall bear [**] obtained by the Third Party asserting such Infringement Claim on terms deemed reasonably appropriate Claim, by such Party, settlement or otherwise; provided, that, neither the Party will have the right with respect to settle any which such Infringement Claim under was brought had performed the allegedly infringing Development, Manufacture or Commercialization of a Licensed Compound or Product in accordance with this Section 7.4 (Claimed Infringement) Agreement; in all other cases, the Party [**]. Subject to ARTICLE 11, the Out-of-Pocket Costs in defending, and providing requested assistance in the defense of, such Infringement Claim for allegedly infringing activities conducted in or for the [**] shall be considered [**], unless the Party with respect to which the Infringement Claim was brought [**] Development, Manufacture or Commercialization of a manner that diminishes the rights or interests of the other Party under this Agreement without the consent of such other Party[**], in which consent will not be unreasonably withheldcase [**].

Claimed Infringement. Each Party will of the Parties shall promptly notify the other Party if a any Third Party files any suit or brings any Action other action alleging patent infringement by Lian Kite or Landos Arcellx or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture Manufacture, Commercialization or Commercialization use of any Licensed Product or Joint Patent Rights (any such Action, suit or other action referred to herein as an “Infringement Claim”) in ). Each of the Territory. Lian will have Parties shall also promptly notify the right, but not the obligation, to control the defense and response to other if any such Infringement Claim in the Territory Third Party files any suit or brings any other action alleging patent infringement by Kite or Arcellx or any of their respective Affiliates or Sublicensees with respect to Lian’s activitiesthe practice in furtherance of this Agreement of any Arcellx Intellectual Property, at Lian’s sole cost and expenseKite Intellectual Property or Joint Invention that is not an Infringement Claim. In the case of any Infringement Claim, the Parties shall promptly, and Landos will have within [***] calendar days of written notice from either Party to the rightother thereof, at its own expense, discuss which Party shall control the response to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos will have the sole rightClaim, but not the obligation, to control the defense and response to any such Infringement Claim with respect to Landos’ activities, including any such Infringement Claim in the Territory or outside of the Territory[***]. Upon the request of the Party controlling the defense and response to the Infringement Claim, the other Party will shall reasonably cooperate with the controlling Party at the controlling Party’s expense in the reasonable defense of such Infringement Claim. The other Party will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigationlitigation at its own expense. If the Infringement Claim is brought against both Parties, then each Party will have the right With respect to defend against the any Infringement Claim. The , all reasonable Third Party defending an Infringement Claim under this Section 7.4 costs incurred by the controlling Party (Claimed Infringement) will (a) consult with the other Party as including external litigation costs and any damages or settlement paid to the strategy Third Party asserting such Infringement Claim; provided that any settlement is approved by the non-controlling Party, which approval not to be unreasonably withheld, conditioned, or delayed) shall be allocated or shared as follows: 9.5.1 to the extent pertaining to activities for any Non-Co-Promote Product (whether in the prosecution of such defense, (bU.S. or the ExUS Territory) consider and any Co-Promote Product in good faith the ExUS Territory together with any comments from reasonable Third Party costs incurred by the other non-controlling Party with respect thereto and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling providing requested cooperation in the defense against an Infringement Claim will have the right to settle of, such Infringement Claim on terms deemed reasonably appropriate (which shall be reimbursed by such the controlling-Party) shall, (i) if Kite is the controlling-Party, providedbe treated as Kite Third Party Payments, that, neither Party will have or (ii) if Arcellx is the right to settle any Infringement Claim under this Section 7.4 (Claimed Infringement) in a manner that diminishes the rights or interests of the other Party under this Agreement without the consent of such other controlling-Party, which consent will not be unreasonably withheldtreated as Arcellx Third Party Payments, in either case clause (i) or (ii), as provided in Section 8.4.5(b); or 9.5.2 [***].

Claimed Infringement. Each Party will promptly agrees to use its commercial reasonable efforts to notify the other Party if in writing immediately, but in any case no later than ten (10) business days after it has notice that a Third Party third party brings any Action action alleging patent intellectual property infringement by Lian Nuance or Landos Altamira or any of their respective Affiliates affiliates or Sublicensees sublicensees with respect to the Development, Manufacture or Commercialization of any Licensed Product or Joint Patent Rights in the Territory (any such Actionaction, an “Infringement Claim”) in ). In the Territory. Lian case of any Infringement Claim, Altamira will have the first right, but not the obligation, to control the defense and response to any such Infringement Claim in the Territory with respect Territory; provided that, if Altamira does not intend to Lian’s activitiesdefend or respond to an Infringement Claim, at Lian’s sole cost (a) it will promptly inform Nuance in writing and expense, and Landos will (b) Nuance shall have the right, at its own expense, to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos will have the sole right, but not the obligation, obligation to control defend against the defense and response to any such Infringement Claim with respect to Landos’ activities, including any such Infringement Claim in the Territory or outside of the Territoryapplicable third party claimer(s). Upon the request of the Party controlling the response to the Infringement Claim, the other Party will reasonably cooperate with the controlling Party in the reasonable defense of such Infringement Claim. The other Party will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both Parties, then each Party will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim under this Section 7.4 (Claimed Infringement) 8.5 will (a) consult with the other Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Claim Altamira will have the right to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, that, neither Party will have the sole right to settle any Infringement Claim under this Section 7.4 (Claimed Infringement) in a manner that diminishes the rights or interests of the other Party under this Agreement without Claim; the consent of Nuance is not required. Altamira shall fully indemnify Nuance for all reasonable legal fees in relation to such other Party, which consent will not be unreasonably withheldInfringement Claims.