Cooperation; Settlement Clause Samples

Cooperation; Settlement. For any action or proceeding brought by a Party under this Section 9.4 (the “Initiating Party”), regardless of which Party brings such action or proceeding, the other Party (the “Non-Initiating Party”) hereby agrees to cooperate reasonably in any such effort, all at the Initiating Party’s expense, and the Parties shall reasonably cooperate to address new facts or circumstances that come to light during the course of any such action or proceeding that may affect the need for one Party or the other to participate in such action. The Non-Initiating Party agrees to be joined as a party plaintiff, at the Initiating Party’s expense, in any such action if needed for the Initiating Party to bring or continue an infringement action hereunder. Cyclerion shall, at its own expense and with its own counsel, have the right to participate in any action brought by Akebia u▇▇▇▇ ▇his Section 9.4. Akebia shall, at its own expense and with its own counsel, have the right to participate in any action brought by Cyclerion involving a Product Infringement. Neither Party may settle any action or proceeding brought under this Section 9.4 in a manner that, or knowingly take any other action in the course thereof that, materially adversely affects the other Party’s interest in the Non-Control Transferring Patent or Akebia Primary Patents, without the written consent of such other Party, such consent not to be unreasonably withheld, conditioned or delayed.

Cooperation; Settlement. Regardless of which Party brings the action (the “Initiating Party”), the other Party (the “Non-Initiating Party”) hereby agrees to cooperate reasonably in any such effort, all at the Initiating Party’s expense, and the Parties shall reasonably cooperate to address new facts or circumstances that come to light during the course of any action relating to the Licensed Patents which may affect the need for one Party or the other to participate in such action. The Non-Initiating Party agrees to be joined as a party plaintiff, at the Initiating Party’s expense, in any such action if needed for the Initiating Party to bring or continue an infringement action hereunder. The Non-Initiating Party shall, at its own expense and with its own counsel, have the right to participate in any action brought by the Initiating Party. Neither Party may settle any action brought under this Section 5.2, or take any other action in the course thereof, that adversely affects the other Party’s interest in the Licensed Patents, without the written consent of such other Party, such consent not to be unreasonably withheld.

Cooperation; Settlement. At the request of the Party bringing or defending the action against any Infringement, the other Party will provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required (at the enforcing Party’s expense). In connection with a proceeding with respect to an Infringement covered by this Section 10.4, the Party bringing the action will not enter into any settlement admitting the invalidity or unenforceability of the Codiak Other Collaboration Patent Rights or Joint Collaboration Patent Rights, as applicable, without the prior written consent of such other Party.

Cooperation; Settlement. Except with respect to a Sole Development Product, each Defending Party shall keep the other Party reasonably informed of all material developments in connection with any Third Party Infringement Claim. Each Defending Party agrees to provide the other Party with copies of all pleadings filed in any suit or proceeding relating to such Third Party Infringement Claim. The Defending Party may enter into a settlement or compromise of any Third Party Infringement Claim, provided, that if such settlement or compromise would admit liability on the part of the non-Defending Party or any of its Affiliates or would otherwise have a material adverse effect on the rights or interests of the non-Defending Party or its Affiliates, the Defending Party shall not enter into such settlement or compromise without the prior written consent of the non-Defending Party. In the event a proposed settlement involves obtaining a license under Third Party Patent Rights, the applicable provisions of ARTICLE 12 shall apply. Any counterclaims of Infringement shall be handled as set forth in Section 15.4.

Cooperation; Settlement. In the event a party brings an infringement action in accordance with this Section 9.4, the other party shall cooperate fully at the first party’s expense, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. Neither party shall have the right to settle any patent infringement litigation under this Section 9.4 that relates to any Joint Patent hereunder, or that could materially and adversely impact the other party hereunder, without the prior written consent of the other party, which shall not be unreasonably withheld.

Cooperation; Settlement a. The Parties agree to provide each other with reasonable cooperation in the defense of any claims brought against the other Party in connection with the substance of this Agreement and shall join any such litigation as a party if required by Applicable Law. The Parties agree to execute all documents reasonably necessary for the relevant Party to defend such action and shall provide documents and help with making contact with witnesses that are or were their employees, consultants or otherwise connected to them, whose assistance or testimony is necessary in the reasonable judgment of the lawyers who conduct of the proceedings. b. In no event shall either Party enter into any settlement, consent order, consent judgment or any voluntary disposition of such action that would adversely affect the rights of the other without the prior written consent of such other Party, which consent shall not be unreasonably withheld or delayed.

Cooperation; Settlement. Each Party shall keep the other Party reasonably informed of all material developments in connection with any Third Party Infringement Claim through the Patent Liaisons. Such Party shall provide the other Party with copies of all filings by, or correspondence from, the counterparty(ies) in any suit or proceeding relating to such Third Party Infringement Claim, and with copies of proposed filings to be filed, or material correspondence to be delivered to such counterparty(ies), by the Party defending such Third Party Infringement Claim in such proceedings at least [**] prior to the anticipated filing or delivery date thereof for the other Party to comment on, and the Party defending such Third Party Infringement Claim shall take all such comments received under good faith consideration. The Party defending such Third Party Infringement Claim may enter into a settlement or compromise of any Third Party Infringement Claim, provided that, if such settlement or compromise would admit liability on the part of the other Party or any of its Affiliates or would otherwise have a material adverse effect on the rights or interests of the other Party or its Affiliates (including by imposing any monetary obligation upon the other Party or its Affiliates or by limiting the scope of or admitting the unenforceability or invalidity of Patents owned or exclusively licensed by the other Party or its Affiliates), then such Party shall not enter into such settlement or compromise without the prior written consent of the other Party. Any counterclaims of Infringement shall be handled as set forth in Section 13.3 (Enforcement Rights).

Cooperation; Settlement. Indemnitee shall not make any admission or effect any settlement with respect to any Proceeding without the Company’s prior written consent. The Company shall not make any admission or effect any settlement with respect to any such Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent. The Executive Committee shall have the authority to make decisions for the Company with respect to any settlement relating to a Proceeding covered by this Agreement; provided, however, that if the Indemnitee is a member of the Executive Committee, then the full Board shall have such authority. Neither the Company nor Indemnitee will unreasonably withhold consent to any proposed settlement; provided, however, that if the Company withholds its consent to any settlement proposed reasonably and in good faith by Indemnitee, the Company shall thereafter, to the fullest extent permitted by law and this Agreement, (i) advance attorneys’ fees and all other costs in the manner provided in Paragraph 3 hereof, with respect to any separate counsel thereafter retained by Indemnitee in connection with such Proceeding, and (ii) confirm in a manner reasonably satisfactory to Indemnitee that, with respect to such Proceeding, the Company shall provide indemnification and/or advancement of Expenses to Indemnitee without regard to any defense, offset, counterclaim or any other basis for which the Company may otherwise contest Indemnitee’s entitlement to such amounts. Indemnitee shall cooperate to the extent reasonably possible with the Company and its insurers in attempts to defend or settle such Proceeding.

Cooperation; Settlement. The Parties agree to cooperate fully in any infringement action pursuant to this Section 9.3 and consult with the other as to the strategy for the defense of the Denali Patents, Takeda Patents, and Joint Program Patents. During any such claim, suit, or proceeding, the Enforcing Party shall: (a) provide the Non-Enforcing Party with drafts of all pleadings and other material documents filed with the court or tribunal prior to their submission, in sufficient time to allow the Non-Enforcing Party to review, consider and substantively comment thereon; (b) reasonably consider taking action to incorporate the Non-Enforcing Party’s comments on all such all pleadings and other material documents; and (c) not settle any such claim, suit, or proceeding in a manner that: (i) [***]; or (ii) [***].