Common use of Claims by Third Parties Clause in Contracts

Claims by Third Parties. If the manufacture, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to the Exclusive License Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by a Party (or its Affiliates or Sublicensees), such Party shall promptly notify the other Party thereof in writing. Receptos shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit, or proceeding at its own expense, using counsel of its own choice. If Receptos so elects, then (i) it shall exercise Commercially Reasonable Efforts in this regard and (ii) AbbVie may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if Receptos finds it necessary or desirable to join AbbVie as a party to any such action, AbbVie shall execute all papers and perform such acts as shall be reasonably required. If Receptos elects (in a written communication submitted to AbbVie within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that AbbVie is not prejudiced by any delays, AbbVie may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Any recoveries of any sanctions awarded to a Party and against a party asserting a claim being defended under this Section 6.3.1 shall be applied first to reimburse both Parties for their reasonable out-of-pocket costs of defending such claim, suit, or proceedings. Any remainder after such reimbursement is made shall be retained by the defending Party.

Claims by Third Parties. If the manufacture, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to the Exclusive License Collaboration Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by a Party (or its Affiliates Affiliates, licensees or Sublicenseessublicensees), such Party shall promptly notify the other Party thereof in writing. Receptos AbbVie shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit, or proceeding at its own expenseexpense (except to the extent any such expense constitutes an Allowable Expense), using counsel of its own choice. If Receptos AbbVie so elects, then (i) it shall exercise Commercially Reasonable Efforts in this regard and (ii) AbbVie Receptos may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if Receptos AbbVie finds it necessary or desirable to join AbbVie Receptos as a party to any such action, AbbVie Receptos shall execute all papers and perform such acts as shall be reasonably required. If Receptos AbbVie elects (in a written communication submitted to AbbVie Receptos within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that AbbVie Receptos is not prejudiced by any delays, AbbVie Receptos may conduct and control the defense of any such claim, suit, or proceeding at its own expenseexpense (except to the extent any such expense constitutes an Allowable Expense), and, if it elects to do so, Receptos shall exercise Commercially Reasonable Efforts in this regard. If Receptos finds it necessary or desirable to join AbbVie as a party to any such action, AbbVie shall execute all papers and perform such acts as shall be reasonably required. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Neither Party shall have the right to settle any claim, suit, or proceeding under this Section 7.4.1 in a manner that diminishes or has a material adverse effect on the rights or interest of the other Party, or in a manner that imposes any costs or liability on, or involves any admission by, the other Party, without the express written consent of such other Party. Any recoveries of any sanctions awarded to a Party and against a party asserting a claim being defended under this Section 6.3.1 shall be applied as follows: such recovery shall be applied first to reimburse both Parties AbbVie and Receptos for their its reasonable out-of-pocket costs of defending such claim, suit, or proceedings. Any proceedings and any remainder after such reimbursement is made shall be retained by the defending Party.

Claims by Third Parties. If the manufacture, sale, or use of a Licensed Compound or any Licensed Product in the Lead Indication in the Territory pursuant to the Exclusive License this Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by a Party (or its Affiliates Affiliates, licensees or Sublicenseessublicensees), such Party shall promptly notify the other Party thereof in writing. Receptos AbbVie shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit, or proceeding at its own expense, using counsel of its own choice. If Receptos AbbVie so elects, then (i) it shall exercise Commercially Reasonable Efforts in this regard and (ii) AbbVie Receptos may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if Receptos AbbVie finds it necessary or desirable to join AbbVie Receptos as a party to any such action, AbbVie Receptos shall execute all papers and perform such acts as shall be reasonably required. If Receptos AbbVie elects (in a written communication submitted to AbbVie Receptos within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that AbbVie Receptos is not prejudiced by any delays, AbbVie Receptos may conduct and control the defense of any such claim, suit, or proceeding at its own expenseexpense and, if it elects to do so, Receptos shall exercise Commercially Reasonable Efforts in this regard. If Receptos finds it necessary or desirable to join AbbVie as a party to any such action, AbbVie shall execute all papers and perform such acts as shall be reasonably required. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Neither Party shall have the right to settle any claim, suit, or proceeding under this Section 5.4.1 in a manner that diminishes or has a material adverse effect on the rights or interest of the other Party, or in a manner that imposes any costs or liability on, or involves any admission by, the other Party, without the express written consent of such other Party. Any recoveries of any sanctions awarded to a Party and against a party asserting a claim being defended under this Section 6.3.1 5.4.1 shall be applied first to reimburse both Parties AbbVie and Receptos for their its reasonable out-of-pocket costs of defending such claim, suit, or proceedings. Any remainder after such reimbursement is made shall be retained by the defending Party. *** Confidential material redacted and filed separately with the Commission.

Claims by Third Parties. If Promptly after receipt by an indemnified party of written notice of the manufacturecommencement of any investigation, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to the Exclusive License Agreement results in, or may result in, any claim, suitproceeding or other action in respect of which indemnity may be sought from the indemnitor under either Section 11.2 or 11.3 (each, or proceeding by a Third Party alleging patent infringement by a Party (or its Affiliates or Sublicenseesan “Action”), such Party indemnified party shall promptly immediately notify the other Party thereof indemnitor in writingwriting of the commencement of such Action; but the omission to so notify the indemnitor shall not relieve it from any liability that it may otherwise have to such indemnified party, except to the extent that the indemnitor is materially prejudiced or forfeits substantive rights or defenses as a result of such failure. Receptos In connection with any Action in which the indemnitor and any indemnified party are parties, the indemnitor shall have be entitled to participate therein, and may assume the first right, but not defense thereof. Notwithstanding the obligation, to defend and control assumption of the defense of any such claimAction by the indemnitor, suiteach indemnified party shall have the right to employ separate counsel and to participate in the defense of such Action, or proceeding at its own expenseand the indemnitor shall bear the reasonable fees, using costs and expenses of such separate counsel of its own choice. If Receptos so elects, then to such indemnified party if: (i) it the indemnitor shall exercise Commercially Reasonable Efforts in this regard and have agreed to the retention of such separate counsel, (ii) AbbVie may participate in the defendants in, or target of, any such claimAction include more than one indemnified party or both an indemnified party and the indemnitor shall have concluded that representation of such indemnified party by the same counsel would be inappropriate due to actual or, suitas reasonably determined by such indemnified party’s counsel, potential differing interests between them in the conduct of the defense of such Action, or proceeding with if there may be legal defenses available to such indemnified party that are different from or additional to those available to the other indemnified party or to the indemnitor, or (iii) the indemnitor shall have failed to employ counsel of its choice at its own expense. Without limitation of the foregoing, if Receptos finds it necessary or desirable reasonably satisfactory to join AbbVie as a such indemnified party to any such action, AbbVie shall execute all papers and perform such acts as shall be reasonably required. If Receptos elects (in a written communication submitted to AbbVie within a reasonable amount period of time after notice of the alleged patent infringement) not to defend or control the defense ofinstitution of such Action. If such indemnified party retains separate counsel in cases other than as described in clauses (i), (ii), or otherwise fails to initiate (iii) above, such counsel shall be retained at the expenses of such indemnified party. Except as provided above, it is hereby agreed and maintain understood that the defense ofindemnitor shall not, any such claim, suit, or proceeding, within such time periods so that AbbVie is not prejudiced by any delays, AbbVie may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any Action in the same jurisdiction, be liable for the fees and expenses of more than one counsel for all such indemnified parties (together with appropriate local counsel). The party from whom indemnification is sought shall not, without the written consent of the party seeking indemnification (which consent shall not be unreasonably withheld), settle or compromise any claim or consent to entry of any judgment that does not include an unconditional release of the party seeking indemnification from all liabilities with respect to such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Any recoveries of any sanctions awarded to a Party and against a party asserting a claim being defended under this Section 6.3.1 shall be applied first to reimburse both Parties for their reasonable out-of-pocket costs of defending such claim, suit, or proceedings. Any remainder after such reimbursement is made shall be retained by the defending Party.

Claims by Third Parties. If Promptly upon receipt by the manufacturePurchaser, salethe Corporation or a Vendor (such recipient being referred to as the “Indemnitee”) of notice of any claim by a third party (the “Notice”) in respect of which the Indemnitee proposes to demand indemnification from one or more other Parties to this Agreement (the “Indemnitor”), or use of a Licensed Compound or Licensed Product in the Territory pursuant Indemnitee shall forthwith give notice to that effect to the Exclusive License Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by a Party (or its Affiliates or Sublicensees), such Party shall promptly notify the other Party thereof in writingIndemnitor. Receptos The Indemnitor shall have the first right, but exercisable by giving notice to the Indemnitee not later than 20 Business Days after receipt of the obligationNotice, to defend assume the control of the defence or settlement of the claim provided that the Indemnitor shall first deliver to the Indemnitee its written consent to be joined as a Party to any action or proceeding relating to such claim and the Indemnitor shall, at the Indemnitee’s request, furnish the Indemnitee with reasonable security against any costs or other liabilities to which it may be or become exposed by reason of such defence or settlement. Upon the assumption of control by the defense Indemnitor, the Indemnitor shall, at its expense, diligently proceed with the defence or settlement of the claim at the Indemnitor’s sole expense. The Indemnitee shall cooperate fully (subject to reimbursement by the Indemnitor for any costs incurred) in assisting the Indemnitor to conduct such defence. The final determination of any such claimclaim will be binding and conclusive upon the parties. Should the Indemnitor fail to give Notice to the Indemnitee, suit, or proceeding at its own expense, using counsel of its own choice. If Receptos so elects, then (i) it the Indemnitee shall exercise Commercially Reasonable Efforts in this regard and (ii) AbbVie may participate in any be entitled to make such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation settlement of the foregoing, if Receptos finds it necessary claim as in its sole discretion may appear advisable and such settlement or desirable to join AbbVie as a party to any such action, AbbVie shall execute all papers and perform such acts as other final determination of the claim shall be reasonably required. If Receptos elects (in a written communication submitted to AbbVie within a reasonable amount of time after notice of binding upon the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that AbbVie is not prejudiced by any delays, AbbVie may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Any recoveries of any sanctions awarded to a Party and against a party asserting a claim being defended under this Section 6.3.1 shall be applied first to reimburse both Parties for their reasonable out-of-pocket costs of defending such claim, suit, or proceedings. Any remainder after such reimbursement is made shall be retained by the defending PartyIndemnitor.

Claims by Third Parties. If A party claiming indemnification under this Article XII (the manufacture"Indemnitee") shall give the other party (the "Indemnifying Party") notice of any claim or the commencement of any action or proceeding for which such Indemnitee seeks indemnification, sale, and such Indemnitee shall permit the Indemnifying Party to assume the defense of any claim or use of a Licensed Compound or Licensed Product in the Territory pursuant any litigation resulting from such claim. The failure by any Indemnitee to give an Indemnifying Party timely notice shall not preclude any Indemnitee from seeking indemnification from any Indemnifying Party except to the Exclusive License Agreement results in, extent that such failure has materially prejudiced the Indemnifying Party's ability to defend the claim or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by a Party (or its Affiliates or Sublicensees), such litigation. No Indemnifying Party shall promptly notify the other settle any claim for which any Indemnitee seeks indemnification in respect of an indemnifiable claim hereunder or consent to entry of any judgment in litigation arising from such a claim without obtaining a release of each Indemnitee from all liability in respect of such claim or litigation. If an Indemnifying Party thereof in writing. Receptos shall have the first right, but not the obligation, to defend and control assume the defense of any such claim, suitclaim or litigation resulting therefrom, or proceeding at its own expenseif injunctive relief is sought against an Indemnitee, using counsel of its own choicethe Indemnitee may, but shall have no obligation to, defend against or settle such claim or litigation in such manner as it may deem appropriate. If Receptos so elects, then (i) it The Indemnifying Party shall exercise Commercially Reasonable Efforts in this regard and (ii) AbbVie may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of promptly reimburse each Indemnitee for the foregoing, if Receptos finds it necessary or desirable to join AbbVie as a party to any such action, AbbVie shall execute all papers and perform such acts as shall be reasonably required. If Receptos elects (in a written communication submitted to AbbVie within a reasonable amount of time after notice of the alleged patent infringement) not to defend all expenses, legal or control the defense ofotherwise, or otherwise fails to initiate and maintain the defense of, any incurred by such claim, suit, or proceeding, within such time periods so that AbbVie is not prejudiced by any delays, AbbVie may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party shall keep the other Party reasonably informed of all material developments Indemnitee in connection with the defense against or settlement of such claim or litigation. If no settlement of the claim or litigation is made, the Indemnifying Party shall promptly reimburse each Indemnitee for the amount of any judgment rendered with respect to such claim, suit, claim or proceeding. Each Party agrees to provide the other Party with copies in such litigation and of all pleadings filed in such action expenses, legal and to allow the other Party reasonable opportunity to participate otherwise, incurred by each Indemnitee, in the defense of the claims. Any recoveries of any sanctions awarded to a Party and against a party asserting a such claim being defended under this Section 6.3.1 shall be applied first to reimburse both Parties for their reasonable out-of-pocket costs of defending such claim, suit, or proceedings. Any remainder after such reimbursement is made shall be retained by the defending Partylitigation.

Claims by Third Parties. If Promptly after receipt by an indemnified party of written notice of the manufacturecommencement of any investigation, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to the Exclusive License Agreement results in, or may result in, any claim, suitproceeding or other action in respect of which indemnity may be sought from the indemnitor under either Section 8.2 or 8.3 (each, or proceeding by a Third Party alleging patent infringement by a Party (or its Affiliates or Sublicenseesan "Action"), such Party indemnified party shall promptly notify the other Party thereof indemnitor in writingwriting of the commencement of such Action; but the omission to so notify the indemnitor shall not relieve it from any liability that it may otherwise have to such indemnified party, except to the extent that the indemnitor is materially prejudiced or forfeits substantive rights or defenses as a result of such failure. Receptos In connection with any Action in which the indemnitor and any indemnified party are parties, the indemnitor shall have be entitled to participate therein, and may assume the first right, but not defense thereof. Notwithstanding the obligation, to defend and control assumption of the defense of any such claimAction by the indemnitor, suit, or proceeding at its own expense, using each indemnified party shall have the right to employ separate counsel of its own choice. If Receptos so elects, then (i) it shall exercise Commercially Reasonable Efforts in this regard and (ii) AbbVie may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if Receptos finds it necessary or desirable to join AbbVie as a party to any such action, AbbVie shall execute all papers and perform such acts as shall be reasonably required. If Receptos elects (in a written communication submitted to AbbVie within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that AbbVie is not prejudiced by any delays, AbbVie may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of such Action, and the claims. Any recoveries indemnitor shall bear the reasonable fees, costs and expenses of any sanctions awarded such separate counsel to a Party and against a such indemnified party asserting a claim being defended under this Section 6.3.1 if: (i) the indemnitor shall be applied first have agreed to reimburse both Parties for their reasonable out-of-pocket costs the retention of defending such claim, suitseparate counsel, or proceedings. Any remainder after (ii) the defendants in, or target of, any such reimbursement is made Action include more than one indemnified party or both an indemnified party and the indemnitor, and the indemnified party shall be retained have concluded that representation of such indemnified party by the defending Party.same counsel would be inappropriate due to actual or, as reasonably determined by such indemnified party's counsel, potential material differing interests between them in the conduct of the defense of such Action, or if there may be material legal defenses available to such indemnified party that are different from or additional to those available to the other indemnified party or to the indemnitor, or

Claims by Third Parties. If the manufacture, salegrounds for any Claim arise as a result of, or use of a Licensed Compound or Licensed Product in the Territory pursuant to the Exclusive License Agreement results inconnection with any claim by, or may result inalleged liability to, any claim, suit, or proceeding by a third party (“Third Party alleging patent infringement by a Party (or its Affiliates or SublicenseesClaim”), such Party the Purchaser: (a) shall promptly notify the other Seller of the Third Party thereof Claim as soon as reasonably practicable and in writing. Receptos shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit, or proceeding at its own expense, using counsel of its own choice. If Receptos so elects, then event: (i) it shall exercise Commercially Reasonable Efforts in this regard within 25 Business Days of the Purchaser becoming aware of the Third Party Claim, and (ii) AbbVie may participate in prior to taking any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if Receptos finds it necessary or desirable to join AbbVie as a party to any such action, AbbVie shall execute all papers and perform such acts as shall be reasonably required. If Receptos elects (in a written communication submitted to AbbVie within a reasonable amount of time after notice of the alleged patent infringement) not material step to defend the Third Party Claim or control to compromise, settle or waive any right in relation to the defense of, or otherwise fails Third Party Claim; (b) shall provide the Seller with such information as the Seller may reasonably require relating to initiate the Third Party Claim and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that AbbVie is not prejudiced by any delays, AbbVie may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party shall keep the other Party Seller reasonably informed of any material development in the conduct of the Third Party Claim; (c) shall not (and shall procure that the Joint Venture, the Purchaser and each member of the Purchaser’s Group do not) compromise, settle or waive any right or admit any liability in relation to that Third Party Claim without the written consent of the Seller; and (d) shall, following written acknowledgment by the Seller that it is liable for such Claim pursuant to the terms of this Agreement and subject to the Seller paying the Purchaser’s Expenses promptly: (i) take, and procure that the Joint Venture, the Purchaser and each member of the Purchaser’s Group take, such action as the Seller may reasonably request to avoid, dispute, resist, appeal, defend or compromise the Third Party Claim; and (ii) use its reasonable endeavours to procure that the Seller is placed in a position to take over the conduct of all material developments negotiations and proceedings arising in connection with the Third Party Claim following which the Seller shall not be liable for any such claimlegal costs or other expense subsequently incurred by the Joint Venture, suit, the Purchaser or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense any member of the claimsPurchaser’s Group in connection with the defence of the Third Party Claim. Any recoveries The Seller will not be liable to the Purchaser only to the extent that any Claim arises or is increased by the failure of any sanctions awarded the Purchaser to a Party and against a party asserting a claim being defended comply with its obligations under this Section 6.3.1 shall be applied first to reimburse both Parties for their reasonable out-of-pocket costs of defending such claim, suit, or proceedings. Any remainder after such reimbursement is made shall be retained by the defending Party12.11.

Claims by Third Parties. If the manufacture, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant JAMtv will give notice to the Exclusive License Agreement results inShareholders' Agent and, prior to the Effective Time, Tunes promptly after JAMtv has actual knowledge of any claim from a third party, as to which indemnity may be sought, and will permit the Former Shareholders and Tunes (at their expense) to assume the defense of any claim or may result in, any claim, suit, litigation resulting therefrom; PROVIDED that (i) counsel for any Former Shareholder or proceeding Tunes who shall conduct the defense of such claim or litigation shall be satisfactory to JAMtv and (ii) the omission by a Third Party alleging patent infringement by a Party (JAMtv or any JAMtv Indemnified Person to give notice as provided herein will not relieve any Former Shareholder or Tunes of his or its Affiliates indemnification obligations under this Agreement. Neither JAMtv, the Surviving Corporation, nor any other JAMtv Indemnified Person shall be required to commence litigation or Sublicensees)to take any action against any third party prior to making a claim for indemnification hereunder. The Former Shareholders and Tunes, such Party shall promptly notify the other Party thereof in writing. Receptos shall have the first right, but not the obligation, to defend and control the defense of any such claimclaim or litigation, suitwill not, except with the written consent of JAMtv, consent to the entry of any judgment or proceeding at its own expense, using counsel of its own choiceenter into any settlement. If Receptos so electsthe Former Shareholders or Tunes assume the defense of such claim or litigation, then (i) it shall exercise Commercially Reasonable Efforts in will be conclusively established for purposes of this regard Agreement that such claim is within the scope of and subject to indemnification; and (ii) AbbVie no compromise or settlement of such claims may participate in any such claim, suit, be effected by the Former Shareholders or proceeding with counsel of its choice at its own expenseTunes without JAMtv's consent. Without limitation of Notwithstanding the foregoing, if Receptos finds it necessary a JAMtv Indemnified Person will have the right at all times to take over and assume control of the defense, settlement, negotiations or desirable lawsuit relating to join AbbVie as any claim or demand, including, without limitation, in the event that (i) a Former Shareholder is also a party to any such action, AbbVie shall execute all papers claim or litigation and perform such acts as shall JAMtv determines in good faith that joint representation would be reasonably required. If Receptos elects inappropriate or (in ii) a written communication submitted Former Shareholder fails to AbbVie within a provide reasonable amount assurance to JAMtv of time after notice of the alleged patent infringement) not its financial capacity to defend such claim or control litigation and to provide indemnification with respect to such claim or litigation. In the defense of, event that the Former Shareholders or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that AbbVie is Tunes do not prejudiced by any delays, AbbVie may conduct and control accept the defense of any such claimmatter as above provided, suit, or proceeding at its own expense. Each Party shall keep a JAMtv Indemnified Person will have the other Party reasonably informed of all material developments in connection with full right to defend against any such claimclaim or demand, suitand will be entitled to settle or agree to pay in full such claim or demand, or proceedingin its sole discretion. Each Party agrees to provide In any event, the other Party with copies of all pleadings filed in such action Former Shareholders and to allow the other Party reasonable opportunity to participate Tunes will cooperate in the defense of such action and the claims. Any recoveries records of any sanctions awarded to a Party each Former Shareholder and against a party asserting a claim being defended under this Section 6.3.1 Tunes shall be applied first available to reimburse both Parties for their reasonable out-of-pocket costs of defending JAMtv and the other JAMtv Indemnified Persons with respect to such claim, suit, or proceedings. Any remainder after such reimbursement is made shall be retained by the defending Partydefense.

Claims by Third Parties. If a party to this Agreement seeks indemnity hereunder with respect to a claim by a third party: (a) For the manufacturepurposes of this Section 6.4, sale"Third Party Claim" means any demand which has been made on, or use communicated to Buyer or the Shareholders by or on behalf of any Person other than the Buyer or Shareholders and which, if maintained or enforced, might result in a Licensed Compound or Licensed Product claim for indemnification in the Territory pursuant nature described in Sections 6.1 or 6.2 of this Agreement being made. (b) Promptly upon receipt by Indemnitee of notice of any Third Party Claim in respect of which the Indemnitee proposes to demand indemnification from another party to this Agreement, the Indemnitee shall forthwith give notice to that effect to the Exclusive License Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by a Party Indemnitor. (or its Affiliates or Sublicensees), such Party shall promptly notify the other Party thereof in writing. Receptos c) The Indemnitor shall have the first right, exercisable by giving notice to the Indemnitee not later than 30 days after receipt of the notice described in Subsection 6.1(c) or 6.2(c) for claims covered by those Subsections, and otherwise promptly, as described in 6.4(b) hereto, as the case may be, to assume the defense of the Third Party Claim. (d) Upon the assumption of the defense by the Indemnitor as aforesaid, the Indemnitor shall, at its expense, diligently proceed with the defense of the Third Party Claim at the Indemnitor's sole expense, including employment of counsel satisfactory to the Indemnitee. In connection therewith, so long as the Indemnitor is defending in good faith any such Third Party Claim, the Indemnitee shall cooperate fully, but at the expense of the Indemnitor, to make available to the Indemnitor all pertinent information and witnesses under Indemnitee's control and to make such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary to enable the Indemnitor to conduct such defense, provided always that the Indemnitee shall be entitled to reasonable security from the Indemnitor for any expense, costs or other Liabilities to which it may be or may become exposed by reason of such cooperation. The Indemnitee shall have the right, but not the obligation, to defend and control the defense of any such claimparticipate, suit, or proceeding at its own expense, using in the defense thereof through counsel of its own choice, and shall have the right, but not the obligation, to assert any and all allowable crossclaims or counterclaims it may have pursuant to this Article. If Receptos so elects(e) With respect to the defense of a Third Party Claim undertaken by an Indemnitor, then (i) it shall exercise Commercially Reasonable Efforts in this regard and (ii) AbbVie may participate in any compromise or settlement of such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if Receptos finds it necessary or desirable to join AbbVie as a party to any such action, AbbVie shall execute all papers and perform such acts as shall be reasonably required. If Receptos elects (Third Party Claim by Indemnitor which would result in a written communication submitted to AbbVie within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense payment obligation of, or otherwise injunctive relief against the Indemnitee, shall not be made or effective against Indemnitee without the prior written consent of the Indemnitee. (f) Should the Indemnitor fail to give notice to the Indemnitee as provided in clause (c) hereof, or in the event the Indemnitor fails to initiate and maintain defend, contest or otherwise protect against any Third Party Claim, the defense ofIndemnitee shall have the right, any such claimbut not the obligation, suitto defend, contest, or proceedingto otherwise protect against the same, within such time periods so provided that AbbVie is the Indemnitee shall keep the Indemnitor reasonably advised as to the current status and progress thereof. The Indemnitee shall have the right, but not prejudiced by the obligation, to make any delays, AbbVie may conduct and control the defense compromise or settlement of any such claimThird Party Claim, suitand, or proceeding at its own expense. Each Party shall keep to the other Party reasonably informed of all material developments extent it is determined that the Indemnitor is liable for the Loss in connection with therewith, the Indemnitee shall be entitled to all amounts paid as a result of such Third Party Claim or any compromise of settlement thereof, provided, however, that any such claim, suit, compromise or proceedingsettlement which would result in a payment obligation of or injunctive relief against Indemnitor shall not be made or effective against Indemnitor without the prior written consent of Indemnitor which shall not be unreasonably withheld. Each Party agrees to provide the other Party with copies of all pleadings filed in such action (g) From and to allow the other Party reasonable opportunity to participate in the defense after delivery of the claims. Any recoveries of any sanctions awarded notice referred to a Party and against a party asserting a claim being defended under this in Section 6.3.1 6.4(c) above, the Indemnitor shall be applied first relieved of the obligations to reimburse both Parties the Indemnitee for their reasonable any other legal, accounting or other out-of-pocket costs and expenses thereafter incurred by the Indemnitee with respect to the defense of defending such claim, suit, action or proceedings. Any remainder after such reimbursement is made shall be retained proceeding notwithstanding any participation by the defending PartyIndemnitee therein. (h) If the Indemnitee subsequently recovers all or part of the Third Party Claim from any other Person legally obligated to pay the claim, the Indemnitee shall forthwith repay to the Indemnitor the amounts recovered up to an amount not exceeding the payment made by the Indemnitor to the Indemnitee by way of indemnity. (i) If Shareholders incur any costs or pays any Losses of Buyer in connection with a Third Party Claim arising under Subsections 6.1(a)(i)-(iii), except to the extent that the Shareholders as Indemnitee under Section 6.4(g) should bear their own costs, the Shareholders shall have an immediate right to have released to them, from the Escrow Account, an amount of money equal to Allied Shares valued at the Escrow Market Value to reimburse them for such costs or for the payment of such Losses. The Shareholders' obligations under Section 6.4 remain limited by Sections 6.1 and 6.3. Buyer's obligations under Section 6.4 remain limited by Sections 6.2 and 6.3.

Claims by Third Parties. If Promptly after receipt by an indemnified party of written notice of the manufacturecommencement of any investigation, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to the Exclusive License Agreement results in, or may result in, any claim, suit, proceeding or proceeding by a Third Party alleging patent infringement by a Party other action in respect of which indemnity may be sought from the indemnitor (or its Affiliates or Sublicenseesan "Action"), such Party indemnified party shall promptly notify the other Party thereof indemnitor in writingwriting of the commencement of such Action; but the omission to so notify the indemnitor shall not relieve it from any liability that it may otherwise have to such indemnified party, except to the extent that the indemnitor is materially prejudiced or forfeits substantive rights or defenses as a result of such failure. Receptos In connection with any Action in which indemnitor and any indemnified party are parties, the indemnitor shall have be entitled to participate therein, and may assume the first right, but not defense thereof. Notwithstanding the obligation, to defend and control assumption of the defense of any such claimAction by the indemnitor, suiteach indemnified party shall have the right to employ separate counsel and to participate in the defense of such Action, and the indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel to such indemnified party if: (a) the indemnitor shall have agreed to the retention of such separate counsel, (b) the indemnified party shall have concluded that representation of such indemnified party and the indemnitor by the same counsel would be inappropriate due to actual or, as reasonably determined by such indemnified party's counsel, potential differing interests between them in the conduct of the defense of such Action, or proceeding at its own expense, using counsel of its own choice. If Receptos so elects, then (i) it shall exercise Commercially Reasonable Efforts in this regard and (ii) AbbVie if there may participate in any be legal defenses available to such claim, suitindemnified party that are different from or additional to those available to the other indemnified party or to the indemnitor, or proceeding with (c) the indemnitor shall have failed to employ counsel of its choice at its own expense. Without limitation of the foregoing, if Receptos finds it necessary or desirable reasonably satisfactory to join AbbVie as a such indemnified party to any such action, AbbVie shall execute all papers and perform such acts as shall be reasonably required. If Receptos elects (in a written communication submitted to AbbVie within a reasonable amount period of time after notice of the alleged patent infringementinstitution of such Action. If such indemnified party retains separate counsel in cases other than as described in clauses (a), (b) not to defend or control (c) above, such counsel shall be retained at the defense ofexpense of such indemnified party. Except as provided above, or otherwise fails to initiate it is hereby agreed and maintain understood that the defense ofindemnitor shall not, any such claim, suit, or proceeding, within such time periods so that AbbVie is not prejudiced by any delays, AbbVie may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any Action in the same jurisdiction, be liable for the fees and expenses of more than one counsel for all such indemnified parties (together with appropriate local counsel). The party from whom indemnification is sought shall not, without the written consent of the party seeking indemnification (which consent shall not be unreasonably withheld), settle or compromise any claim or consent to entry of any judgment that involves more than the payment of money or that does not include an unconditional release of the party seeking indemnification from all liabilities with respect to such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Any recoveries of any sanctions awarded to a Party and against a party asserting a claim being defended under this Section 6.3.1 shall be applied first to reimburse both Parties for their reasonable out-of-pocket costs of defending such claim, suit, or proceedings. Any remainder after such reimbursement is made shall be retained by the defending Party.

Claims by Third Parties. If Promptly after receipt by an indemnified party of written notice of the manufacturecommencement of any investigation, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to the Exclusive License Agreement results in, or may result in, any claim, suit, proceeding or proceeding by a Third Party alleging patent infringement by a Party other action in respect of which indemnity may be sought from the indemnitor (or its Affiliates or Sublicenseesan "Action"), such Party indemnified party shall promptly notify the other Party thereof indemnitor in writingwriting of the commencement of such Action; but the omission to so notify the indemnitor shall not relieve it from any liability that it may other- wise have to such indemnified party, except to the extent that the indemnitor is materially prejudiced or forfeits substantive rights or defenses as a result of such failure. Receptos In connection with any Action in which indemnitor and any indemnified party are parties, the indemnitor shall have be entitled to participate therein, and may assume the first right, but not defense thereof. Notwithstanding the obligation, to defend and control assumption of the defense of any such claimAction by the indemnitor, suiteach indemnified party shall have the right to employ separate counsel and to participate in the defense of such Action, and the indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel to such indemnified party if: (a) the indemnitor shall have agreed to the retention of such separate counsel, (b) the indemnified party shall have concluded that representation of such indemnified party and the indemnitor by the same counsel would be inappropriate due to actual or, as reasonably determined by such indemnified party's counsel, potential differing interests between them in the conduct of the defense of such Action, or proceeding at its own expense, using counsel of its own choice. If Receptos so elects, then (i) it shall exercise Commercially Reasonable Efforts in this regard and (ii) AbbVie if there may participate in any be legal defenses available to such claim, suitindemnified party that are different from or additional to those available to the other indemnified party or to the indemnitor, or proceeding with (c) the indemnitor shall have failed to employ counsel of its choice at its own expense. Without limitation of the foregoing, if Receptos finds it necessary or desirable reasonably satisfactory to join AbbVie as a such indemnified party to any such action, AbbVie shall execute all papers and perform such acts as shall be reasonably required. If Receptos elects (in a written communication submitted to AbbVie within a reasonable amount period of time after notice of the alleged patent infringementinstitution of such Action. If such indemnified party retains separate counsel in cases other than as described in clauses (a), (b) not to defend or control (c) above, such counsel shall be retained at the defense ofexpense of such indemnified party. Except as provided above, or otherwise fails to initiate it is hereby agreed and maintain understood that the defense ofindemnitor shall not, any such claim, suit, or proceeding, within such time periods so that AbbVie is not prejudiced by any delays, AbbVie may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any Action in the same jurisdiction, be liable for the fees and expenses of more than one counsel for all such indemnified parties (together with appropriate local counsel). The party from whom indemnification is sought shall not, without the written consent of the party seeking indemnification (which consent shall not be unreasonably withheld), settle or compromise any claim or consent to entry of any judgment that involves more than the payment of money or that does not include an unconditional release of the party seeking indemnification from all liabilities with respect to such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Any recoveries of any sanctions awarded to a Party and against a party asserting a claim being defended under this Section 6.3.1 shall be applied first to reimburse both Parties for their reasonable out-of-pocket costs of defending such claim, suit, or proceedings. Any remainder after such reimbursement is made shall be retained by the defending Party.

Claims by Third Parties. If the manufacture, sale, or use of a Licensed Compound or Licensed Product in the Territory A party seeking indemnification pursuant to this Article VII (“Indemnified Party”) will give notice to the Exclusive License Agreement results inother party (“Indemnifying Party”) promptly after the Indemnified Party has actual knowledge of any claim from a third party, or as to which indemnity may result inbe sought, any claim, suit, or proceeding by a Third Party alleging patent infringement by a and will permit the Indemnifying Party (or at its Affiliates or Sublicensees), such Party shall promptly notify the other Party thereof in writing. Receptos shall have the first right, but not the obligation, expense) to defend and control assume the defense of any claim or any litigation resulting therefrom; provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such claim, suit, claim or proceeding at its own expense, using counsel of its own choice. If Receptos so elects, then (i) it shall exercise Commercially Reasonable Efforts in this regard and (ii) AbbVie may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if Receptos finds it necessary or desirable to join AbbVie as a party to any such action, AbbVie shall execute all papers and perform such acts as litigation shall be reasonably requiredsatisfactory to the Indemnified Party and (b) the failure or delay by the Indemnified Party to give notice as provided herein will not relieve the Indemnifying Party of its or their indemnification obligations under this Agreement, except to the extent such failure or delay shall have prejudiced the Indemnifying Party. The Indemnified Party shall not be required to commence litigation or to take any action against any third party prior to making a claim for indemnification hereunder. If Receptos elects (in a written communication submitted to AbbVie within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control Indemnifying Party assumes the defense ofof such claim or litigation, no compromise or otherwise fails to initiate and maintain settlement of such claims may be effected by the defense ofIndemnifying Party without the Indemnified Party’s consent, any such claim, suit, or proceeding, within such time periods so which shall not be unreasonably withheld. In the event that AbbVie is the Indemnifying Party does not prejudiced by any delays, AbbVie may conduct and control accept the defense of any such claimmatter as above provided, suit, or proceeding at its own expense. Each the Indemnified Party shall keep will have the other Party reasonably informed of all material developments in connection with full right to defend against any such claimclaim or demand, suitand will be entitled to settle or agree to pay in full such claim or demand, or proceedingin its reasonable discretion. Each In any event, the Indemnifying Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate will cooperate in the defense of such action and the claims. Any recoveries records of any sanctions awarded to a the Indemnifying Party and against a party asserting a claim being defended under this Section 6.3.1 shall be applied first made reasonably available to reimburse both Parties for their reasonable out-of-pocket costs of defending the Indemnified Party with respect to such claim, suit, or proceedings. Any remainder after such reimbursement is made shall be retained by the defending Partydefense.

Claims by Third Parties. If Promptly after receipt by an indemnified party of written notice of the manufacturecommencement of any investigation, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to the Exclusive License Agreement results in, or may result in, any claim, suit, proceeding or proceeding by a Third Party alleging patent infringement by a Party other action in respect of which indemnity may be sought from the indemnitor (or its Affiliates or Sublicenseesan "Action"), such Party indemnified party shall promptly notify the other Party thereof indemnitor in writingwriting of the commencement of such Action; but the omission to so notify the indemnitor shall not relieve it from any liability that it may otherwise have to such indemnified party, except to the extent that the indemnitor is materially prejudiced or forfeits substantive rights or defenses as a result of such failure. Receptos In connection with any Action in which indemnitor and any indemnified party are parties, the indemnitor shall have be entitled to participate therein, and may assume the first right, but not defense thereof. Notwithstanding the obligation, to defend and control assumption of the defense of any such claimAction by the indemnitor, suiteach indemnified party shall have the right to employ separate counsel and to participate in the defense of such Action, and the indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel to such indemnified party if: (a) the indemnitor shall have agreed to the retention of such separate counsel, (b) the defendants in, or proceeding at its own expensetarget of, using counsel of its own choice. If Receptos so elects, then (i) it shall exercise Commercially Reasonable Efforts in this regard and (ii) AbbVie may participate in any such claimAction include more than one indemnified party or both an indemnified party and the indemnitor, suitand the indemnified party shall have reasonably concluded that representation of such indemnified party and the indemnitor by the same counsel would be inappropriate due to actual or, as reasonably determined by such indemnified party's counsel, potential differing interests between them in the conduct of the defense of such Action, or proceeding with if there may be legal defenses available to such indemnified party that are different from or additional to those available to the other indemnified party or to the indemnitor, or (c) the indemnitor shall have failed to employ counsel of its choice at its own expense. Without limitation of the foregoing, if Receptos finds it necessary or desirable reasonably satisfactory to join AbbVie as a such indemnified party to any such action, AbbVie shall execute all papers and perform such acts as shall be reasonably required. If Receptos elects (in a written communication submitted to AbbVie within a reasonable amount period of time after notice of the alleged patent infringementinstitution of such Action. If such indemnified party retains separate counsel in cases other than as described in clauses (a), (b) not to defend or control (c) above, such counsel shall be retained at the defense ofexpense of such indemnified party. Except as provided above, or otherwise fails to initiate it is hereby agreed and maintain understood that the defense ofindemnitor shall not, any such claim, suit, or proceeding, within such time periods so that AbbVie is not prejudiced by any delays, AbbVie may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate Action in the defense same jurisdiction, be liable for the fees and expenses of more than one counsel for all such indemnified parties (together with appropriate local counsel). The party from whom indemnification is sought shall not, without the written consent of the claims. Any recoveries of any sanctions awarded to a Party and against a party asserting a claim being defended under this Section 6.3.1 seeking indemnification (which consent shall be applied first to reimburse both Parties for their reasonable out-of-pocket costs of defending such claim, suit, or proceedings. Any remainder after such reimbursement is made shall be retained by the defending Party.not be

Claims by Third Parties. If a party to this Agreement seeks indemnity hereunder with respect to a claim by a third party: Promptly after the manufacturereceipt by any party hereto of notice of a third party claim or the commencement of a third party action, salesuit or proceeding subject to indemnification hereunder (a “Third Party Claim”), such party (the “Indemnified Party”) will, if a claim in respect thereto is to be made against any party obligated to provide indemnification hereunder (the “Indemnifying Party”), give the Indemnifying Party reasonable written notice of the Third Party Claim. The failure to provide such notice will not relieve the Indemnifying Party of any of its or his obligations, or use impair the right of a Licensed Compound the Indemnified Party to indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifying Party’s opportunity to defend or Licensed Product compromise the Third Party Claim. The Indemnifying Party will have the right, at its or his option, to defend at its or his own expense and by its or his own counsel any Third Party Claim, provided that (i) the Indemnifying Party acknowledges in writing (at the time the Indemnifying Party elects to assume such defense) its or his obligation under this Section 9.4 to indemnify the Indemnified Party with respect to such Third Party Claim, (ii) such counsel is reasonably satisfactory to the Indemnified Party, (iii) the Indemnified Party is kept fully informed of all developments, and is furnished with copies of all documents and papers, related thereto and is given the right to participate in the Territory pursuant defense and investigation thereof as provided below, and (iv) such counsel proceeds with diligence and in good faith with respect thereto. If an Indemnifying Party will undertake to the Exclusive License Agreement results in, or may result in, any claim, suit, or proceeding by defend a Third Party alleging patent infringement by a Party (or its Affiliates or Sublicensees)Claim, such the Indemnifying Party shall promptly notify the other Indemnified Party thereof of its or his intention to do so promptly (and in writing. Receptos any event no later than 30 days) after receipt of notice of the Third Party Claim, and the Indemnified Party shall have cooperate in good faith with the first right, but not the obligation, to defend Indemnifying Party and control its counsel in the defense of such Third Party Claim. Notwithstanding the foregoing, the Indemnified Party will have the right to participate in the defense and investigation of any such claim, suit, or proceeding Third Party Claim with its own counsel at its or his own expense, using except that the Indemnifying Party will bear the expense of such separate counsel if (A) in the written opinion of counsel to the Indemnified Party reasonably acceptable to the Indemnifying Party, use of counsel of its own choice. If Receptos so electsthe Indemnifying Party’s choice would be expected to give rise to a conflict of interest which consent could not be waived, then (iB) it shall exercise Commercially Reasonable Efforts in this regard and there are or may be legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party, (iiC) AbbVie may participate in any such claim, suit, or proceeding with the Indemnifying Party will not have employed counsel of its choice at its own expense. Without limitation of to represent the foregoing, if Receptos finds it necessary or desirable to join AbbVie as a party to any such action, AbbVie shall execute all papers and perform such acts as shall be reasonably required. If Receptos elects (in a written communication submitted to AbbVie Indemnified Party within a reasonable amount of time after notice of the alleged patent infringement) not Third Party Claim is given to defend the Indemnifying Party or control notice that the defense of, or otherwise fails Indemnifying Party intends to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that AbbVie is not prejudiced by any delays, AbbVie may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in assume the defense of the claimsThird Party Claim is given to the Indemnified Party or (D) the Indemnifying Party will authorize the Indemnified Party to employ separate counsel at the expense of the Indemnifying Party. Any recoveries The Indemnifying Party will not settle any Third Party Claim without the prior written consent of the Indemnified Party, which will not be unreasonably withheld; provided, however, that an Indemnified Party will not be required to consent to any sanctions awarded to a Party and against a party asserting a claim being defended under this Section 6.3.1 shall be applied first to reimburse both Parties for their reasonable out-of-pocket costs settlement involving the imposition of defending such claim, suit, or proceedingsequitable remedies. Any remainder after such reimbursement is made shall be retained by the defending Party.49

Claims by Third Parties. If With respect to claims made by third parties, the manufacture, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to the Exclusive License Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by a Party (or its Affiliates or Sublicensees), such Indemnifying Party shall promptly notify the other Party thereof in writing. Receptos shall have the first right, but not the obligation, be entitled to defend and assume control of the defense of any such claimaction or claim with counsel reasonably satisfactory to the Indemnified Party; provided, suithowever, or proceeding at its own expense, using counsel of its own choice. If Receptos so elects, then that: (i) it shall exercise Commercially Reasonable Efforts in this regard and (ii) AbbVie may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if Receptos finds it necessary or desirable to join AbbVie as a party to any such action, AbbVie shall execute all papers and perform such acts as Indemnified Party shall be reasonably required. If Receptos elects (in a written communication submitted to AbbVie within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that AbbVie is not prejudiced by any delays, AbbVie may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity entitled to participate in the defense of such claim and to employ counsel, in each case at its or his own expense, to assist in the claims. Any recoveries handling of such claim; (ii) the Indemnifying Party shall not consent to the entry of any sanctions awarded to a judgment or enter into any settlement without the written consent of the Indemnified Party, unless (A) the judgment or proposed settlement involves only the payment of money damages and does not impose any injunctive or other relief on the Indemnified Party and (B) there is no admission or finding of any breach or default, any violation of law or any other wrongdoing against a party asserting a the Indemnified Party; (iii) if the Indemnifying Party does not assume control of the defense of such claim being defended under in accordance with the foregoing provisions promptly after receipt of notice of the claim, the Indemnified Party will have the right to defend such claim in such manner as it may deem appropriate at the reasonable cost and expense of the Indemnifying Party and with the assistance of counsel reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party will promptly reimburse the Indemnified Party from time to time therefore in accordance with this Section 6.3.1 6; provided that the Indemnified Party will not be entitled to consent to the entry of any judgment or enter into any settlement without the written consent of the Indemnifying Party, which shall not be applied first to reimburse both Parties for their unreasonably withheld; and (iv) in connection with such indemnification, the Indemnified Party will cooperate in all reasonable out-of-pocket costs requests of defending such claim, suit, or proceedings. Any remainder after such reimbursement is made shall be retained by the defending Indemnifying Party.

Claims by Third Parties. If the manufacture, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant 7.5.1 Purchaser will give notice to the Exclusive License Agreement results inCompany promptly after the Purchaser has actual knowledge of any claim from a third party, as to which indemnity may be sought, and will permit the Company (at its expense) to assume the defense of any claim or may result in, any claim, suit, litigation resulting therefrom; provided that (a) counsel for the Company who shall conduct the defense of such claim or proceeding litigation shall be satisfactory to the Purchaser and (b) the omission by the Purchaser or any Purchaser Indemnified Person to give notice as provided herein will not relieve the Company of its or their indemnification obligations under this Agreement. Neither the Purchaser nor any other Purchaser Indemnified Person shall be required to commence litigation or to take any action against any third party prior to making a Third Party alleging patent infringement by a Party (or its Affiliates or Sublicensees), such Party shall promptly notify the other Party thereof claim for indemnification hereunder. The Company in writing. Receptos shall have the first right, but not the obligation, to defend and control the defense of any such claimclaim or litigation, suitwill not, except with the written consent of the Purchaser, consent to the entry of any judgment or proceeding at its own expense, using counsel of its own choiceenter into any settlement. If Receptos so electsthe Company assumes the defense of such claim or litigation, then (i) it no compromise or settlement of such claims may be effected by the Company without the Purchaser’s consent, which shall exercise Commercially Reasonable Efforts in this regard and (ii) AbbVie may participate in any such claim, suit, or proceeding with counsel of its choice at its own expensenot be unreasonably withheld. Without limitation of Notwithstanding the foregoing, if Receptos finds it necessary a Purchaser Indemnified Person will have the right at all times to take over and assume control of the defense, settlement, negotiations or desirable lawsuit relating to join AbbVie as any claim or demand, including, without limitation, in the event that (y) the Company is also a party to any such action, AbbVie shall execute all papers claim or litigation and perform such acts as shall the Purchaser determines in good faith that joint representation would be reasonably required. If Receptos elects inappropriate or (in a written communication submitted z) the Company fails to AbbVie within a provide reasonable amount assurance to the Purchaser of time after notice of the alleged patent infringement) not its financial capacity to defend such claim or control litigation and to provide indemnification with respect to such claim or litigation. In the defense of, or otherwise fails to initiate and maintain event that the defense of, any such claim, suit, or proceeding, within such time periods so that AbbVie is Company does not prejudiced by any delays, AbbVie may conduct and control accept the defense of any such claimmatter as above provided, suit, or proceeding at its own expense. Each Party shall keep a Purchaser Indemnified Person will have the other Party reasonably informed of all material developments in connection with full right to defend against any such claimclaim or demand, suitand will be entitled to settle or agree to pay in full such claim or demand, or proceedingin its sole and absolute discretion. Each Party agrees to provide In any event, the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate Company will cooperate in the defense of such action and the claimsrecords of the Company shall be available to the Purchaser and the other Purchaser Indemnified Persons with respect to such defense. Any recoveries of any sanctions awarded to a Party and against a party asserting a claim being defended under Nothing in this Section 6.3.1 7.5.1 is intended to prevent or restrict the Purchaser from retaining its own counsel in any such matter, and the Purchaser shall be applied first to reimburse both Parties for their reasonable out-of-pocket costs of defending have such claim, suit, or proceedings. Any remainder after such reimbursement is made shall be retained by the defending Partyright at all times.

Claims by Third Parties. If To the manufactureextent that (i) any Third Party asserts patent infringement in the Territory regarding the Product or (ii) there are any FDA regulatory claims or FDA proceedings against Stason or Developers or any of their Affiliates, sale, or use of a Licensed Compound or Licensed regarding the Product in the Territory pursuant or the NDA for such Product (including, for example, citizen petitions, but explicitly excluding Proceedings related to the Exclusive License Agreement results inproduct liability and any other Proceeding subject to indemnification under Article 14), Stason shall have sole control in addressing, defending, managing and conducting such claims or may result inassertions, any claim, suit, related litigation and any settlement or proceeding by a Third Party alleging patent infringement by a Party settlement negotiations thereof (or its Affiliates or Sublicenseescollectively “Litigation”), such Party shall promptly notify the other Party thereof in writing. Receptos shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit, or proceeding at its own expense, using counsel of its own choice. In connection with any such Litigation, Developers shall fully cooperate with Stason and Stason’s counsel. If Receptos so elects, then (i) it shall exercise Commercially Reasonable Efforts in this regard and (ii) AbbVie may participate Developers is named in any such claimLitigation, suitDevelopers shall become a client of Stason’s legal counsel and agrees that such legal counsel will act solely under the instruction of Stason. Developers shall sign a waiver with such legal counsel to that effect Developer’s full support of Stason’s legal counsel shall not obligate Developers in any way to pay Stason’s legal counsel for any expenses incurred during such litigation. Developers may additionally employ its own legal counsel, at its own cost, to advise Developers, and Stason and its legal counsel shall make themselves reasonably available to consult with such counsel, and will consider the input from such counsel in good faith. Stason’s legal counsel shall keep Developers, or proceeding with Developer’s own legal counsel of its choice (employed by Developers at its own expense. Without limitation ), reasonably informed with respect to material events in the progress of such Litigation and in support of the foregoing, if Receptos finds it necessary and respond to inquiries by Developers regarding such Litigation, to the extent permissible under any applicable protective order, and disclose to Developers or desirable Developer’s own legal counsel upon request, the Litigation strategy, status, and all material decisions issued by the courts in such matters. Stason and Developers and their respective Affiliates shall, and each of Stason and Developers shall cause its Affiliates to, cooperate with each other in relation to join AbbVie as a party Litigation matters and when reasonably practical shall discuss, consult and participate with each other on the course of action to any such actionbe followed. Stason shall bear all expenses, AbbVie shall execute all papers and perform such acts as shall be reasonably required. If Receptos elects (in a written communication submitted to AbbVie within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense ofcosts, or otherwise fails to initiate and maintain the defense offees, any such claim, suit, or proceeding, within such time periods so that AbbVie is not prejudiced by any delays, AbbVie may conduct and control the defense of any such claim, suit, or proceeding at including its own expense. Each Party shall keep the other Party reasonably informed attorney’s fees and any award of all material developments damages or litigation costs associated with Litigation in connection with this Section 11.2.3 (but not the costs and expenses of Developer’s own counsel). Stason shall not enter into any such claimsettlement of Litigation (“Settlement”) that requires Developers to pay, suit, without the prior written consent of Developers. Stason shall not enter into any Settlement that admits to the invalidity or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Any recoveries unenforceability of any sanctions awarded Issued Product Patents, without the prior written consent of Developers. Stason will provide to Developers a Party and against a party asserting a claim being defended under this Section 6.3.1 shall be applied first copy of any Settlement agreement entered into by Stason, subject to reimburse both Parties for their reasonable out-of-pocket costs of defending such claim, suit, or proceedingsDevelopers entering into an appropriate confidentiality agreement. Any remainder after such reimbursement is made shall be retained Stason will not enter into any Settlement that provides cash payments to Stason by the defending Partyplaintiff, without Developer’s prior written consent. Developers shall not enter into any settlement, agreement, consent judgment or other voluntary final disposition of any proceeding or threatened proceeding relating to the Product without the prior written consent of Stason. Prior to entering into any Settlement and promptly, but no later than three business days after receiving a proposal regarding a Settlement, Stason shall consult in good faith with Developers regarding such Settlement.

Claims by Third Parties. If A party claiming indemnification under this Article XI (the manufacture"Indemnitee") shall give the other party (the "Indemnifying Party") notice of any claim or the commencement of any action or proceeding for which such Indemnitee seeks indemnification, sale, and such Indemnitee shall permit the Indemnifying Party to assume the defense of any claim or use of a Licensed Compound or Licensed Product in the Territory pursuant any litigation resulting from such claim. The failure by any Indemnitee to give an Indemnifying Party timely notice shall not preclude any Indemnitee from seeking indemnification from any Indemnifying Party except to the Exclusive License Agreement results in, extent that such failure has materially prejudiced the Indemnifying Party's ability to defend the claim or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by a Party (or its Affiliates or Sublicensees), such litigation. No Indemnifying Party shall promptly notify the other settle any claim for which any Indemnitee seeks indemnification in respect of an indemnifiable claim hereunder or consent to entry of any judgment in litigation arising from such a claim without obtaining a release of each Indemnitee from all liability in respect of such claim or litigation. If an Indemnifying Party thereof in writing. Receptos shall have the first right, but not the obligation, to defend and control assume the defense of any such claim, suitclaim or litigation resulting therefrom, or proceeding at its own expenseif injunctive relief is sought against an Indemnitee, using counsel of its own choicethe Indemnitee may, but shall have no obligation to, defend against or settle such claim or litigation in such manner as it may deem appropriate. If Receptos so elects, then (i) it The Indemnifying Party shall exercise Commercially Reasonable Efforts in this regard and (ii) AbbVie may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of promptly reimburse each Indemnitee for the foregoing, if Receptos finds it necessary or desirable to join AbbVie as a party to any such action, AbbVie shall execute all papers and perform such acts as shall be reasonably required. If Receptos elects (in a written communication submitted to AbbVie within a reasonable amount of time after notice of the alleged patent infringement) not to defend all expenses, legal or control the defense ofotherwise, or otherwise fails to initiate and maintain the defense of, any incurred by such claim, suit, or proceeding, within such time periods so that AbbVie is not prejudiced by any delays, AbbVie may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party shall keep the other Party reasonably informed of all material developments Indemnitee in connection with the defense against or settlement of such claim or litigation. If no settlement of the claim or litigation is made, the Indemnifying Party shall promptly reimburse each Indemnitee for the amount of any judgment rendered with respect to such claim, suit, claim or proceeding. Each Party agrees to provide the other Party with copies in such litigation and of all pleadings filed in such action expenses, legal and to allow the other Party reasonable opportunity to participate otherwise, incurred by each Indemnitee, in the defense of the claims. Any recoveries of any sanctions awarded to a Party and against a party asserting a such claim being defended under this Section 6.3.1 shall be applied first to reimburse both Parties for their reasonable out-of-pocket costs of defending such claim, suit, or proceedings. Any remainder after such reimbursement is made shall be retained by the defending Partylitigation.

Claims by Third Parties. (i) If any legal proceedings shall be instituted or any claim or demand ("Claim") shall be asserted by any Person in respect of which ----- indemnification may be sought under Section 8.1 hereof (without giving effect to the Basket), the indemnified party shall promptly cause written notice of the assertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. The indemnifying party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which counsel must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise manage any Claim which relates to any Losses for which indemnification is sought hereunder. If the manufactureindemnifying party elects to defend against, salenegotiate, settle or use of a Licensed Compound or Licensed Product in the Territory pursuant otherwise manage any Claim which relates to the Exclusive License Agreement results inany Losses for which indemnification is sought hereunder, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by a Party (or its Affiliates or Sublicensees), such Party it shall promptly notify the other Party thereof in writingindemnified party of its intent to do so. Receptos shall have If the first right, but indemnifying party elects not the obligation, to defend and control against, negotiate, settle or otherwise manage any Claim which relates to any Losses for which indemnification is sought hereunder or fails to notify the indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such Losses under this Agreement, then the indemnified party may defend against, negotiate, settle or otherwise manage such Claim. If the indemnified party defends any Claim, then the indemnifying party shall reimburse the indemnified party for the reasonable Expenses of defending such Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any such claimClaim, suitthe indemnified party may participate, or proceeding at its own expense, using counsel in the defense of its own choice. If Receptos so electssuch Claim; provided, then (i) it however, that such indemnified party shall exercise Commercially Reasonable Efforts in this regard and (ii) AbbVie may be entitled to -------- ------- participate in any such claim, suit, or proceeding defense with separate counsel of its choice at its own expense. Without limitation the expense of the foregoing, indemnifying party if Receptos finds it necessary or desirable to join AbbVie as a (i) so requested by the indemnifying party to any participate or (ii) in the reasonable opinion of counsel to the indemnified party, a conflict or potential conflict of interest exists between the indemnified party and the indemnifying party that would make such actionseparate representation advisable; and provided, AbbVie further, that the indemnifying party shall execute not be -------- ------- required to pay for more than one such counsel for all papers and perform such acts as shall be reasonably required. If Receptos elects (in a written communication submitted to AbbVie within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that AbbVie is not prejudiced by any delays, AbbVie may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party shall keep the other Party reasonably informed of all material developments indemnified parties in connection with any such claimClaim. The parties hereto agree to cooperate fully with each other in connection with the defense, suit, negotiation or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Any recoveries settlement of any sanctions awarded to a Party and against a party asserting a claim being defended under this Section 6.3.1 shall be applied first to reimburse both Parties for their reasonable out-of-pocket costs of defending such claim, suit, or proceedings. Any remainder after such reimbursement is made shall be retained by the defending PartyClaim.