Common use of Compounds Clause in Contracts

Compounds. If a Third Party asserts that a Patent or other right owned by it is infringed by the manufacture, use, sale or importation of any Compound in a Dynavax Program as to which GSK has not exercised its Option, or any Compound within a Dynavax Development Program, Dynavax shall have the primary right but not the obligation to defend against any such assertions at its cost and expense. In the event Dynavax elects to defend against any such Third Party claims, Dynavax shall have the sole right to direct the defense of any such Third Party claims and to elect to settle such claims, but only with the prior written consent of GSK for a proposed settlement, not to be unreasonably withheld. In the event that Dynavax elects not to defend against such Third Party claims within [ * ] Calendar Days of learning of same, GSK shall have the right, but not the duty, to defend against such action and thereafter shall have the right to direct the defense of any such Third Party claim(s), including the right to settle such claims, but only with the prior written consent of Dynavax for a proposed settlement, not to be unreasonably withheld. In any event, the Parties shall reasonably assist one another and cooperate in any such litigation at the other’s request without expense to the requesting Party. Each Party may at its own expense and with its own counsel join any defense brought by the other Party.