Common use of Defense and Settlement of Third Party Claims Clause in Contracts

Defense and Settlement of Third Party Claims. 12.7.1 If the Development, Manufacture or Commercialization of any Program Antibody, Program Antibody Combination or Product in any country in accordance with this Agreement or other activity of either of the Parties pursuant to the Agreement is alleged by a Third Party to infringe a Third Party’s Patent Right, the Party becoming aware of such allegation shall promptly notify the other Party. CureVac has the first right, but not the obligation, to control any defense of any such claim involving alleged infringement of Third Party rights by CureVac’s activities under any Program at its own expense and by counsel of its own choice, and Genmab may, at its own expense, choose to be represented in any such action by counsel of its own choice. Genmab has the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Genmab’s activities under the Program at its own expense and by counsel of its own choice, and CureVac may, at its own expense, choose to be represented in any such action by counsel of its own choice. Neither Party may settle any patent infringement litigation under this Section 12.7.1 in a manner that admits the invalidity or unenforceability of the other Party’s Patent Rights or Joint Patent Rights or imposes on the other Party restrictions or obligations or other liabilities, without the written consent of such other Party, which consent shall not be unreasonably withheld. Notwithstanding the above, with respect to any Opt-In Product, the Parties shall mutually agree on a common strategy for the defense of any such claim involving alleged infringement of Third Party rights.

Defense and Settlement of Third Party Claims. 12.7.1 If Each Party shall promptly notify the Development, Manufacture or Commercialization of other in writing of: (a) any Program Antibody, Program Antibody Combination or Product in any country in accordance with this Agreement or other allegation by a Third Party that the activity of either of the Parties pursuant to this Agreement infringes or may infringe the Agreement is alleged by a Third Party to infringe a intellectual property rights of such Third Party’s Patent Right, the ; or (b) any declaratory judgment action that is brought naming either Party becoming aware of such allegation shall promptly notify the other Party. CureVac has the first right, but not the obligation, to control any defense as a defendant and alleging invalidity of any such claim involving alleged infringement of Third Party rights by CureVac’s activities under any the Lilly Patents, Avidity Patents, or Program at its own expense and by counsel of its own choice, and Genmab may, at its own expense, choose to be represented in any such action by counsel of its own choicePatents. Genmab Avidity has the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by GenmabAvidity’s activities under the Program at its own expense and by counsel of its own choice, and CureVac Lilly may, at its own expense, choose to be represented in any such action by counsel of its own choice. Lilly has the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Lilly’s activities at its own expense and by counsel of its own choice, and Avidity may, at its own expense, to be represented in any such action by counsel of its own choice. Neither Party may settle any patent infringement litigation under this Section 12.7.1 8.4 in a manner that admits the invalidity or unenforceability of the other Party’s Patents or a Program Patent Rights or Joint Patent Rights or imposes on the other Party restrictions or obligations or other liabilities, without the written consent of such other Party, which consent shall not be unreasonably withheld. Notwithstanding the above, with respect to any Opt-In Productconditioned, the Parties shall mutually agree on a common strategy for the defense of any such claim involving alleged infringement of Third Party rightsor delayed.

Defense and Settlement of Third Party Claims. 12.7.1 If Each Party shall promptly notify the Development, Manufacture or Commercialization of other in writing of: (a) any Program Antibody, Program Antibody Combination or Product in any country in accordance with this Agreement or other allegation by a Third Party that the activity of either of the Parties pursuant to this Agreement infringes or may infringe the Agreement is alleged by a Third Party to infringe a intellectual property rights of such Third Party’s Patent Right; or (b) any declaratory judgment action that is brought naming either Party as a defendant and alleging invalidity of any of the Precision Patents, the Party becoming aware of such allegation shall promptly notify the other Partyor Joint Patents. CureVac Precision has the first right, but not the obligation, sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by CureVacPrecision’s activities under any Program at its own [***] expense and by counsel of its own choice, and Genmab TGTX may, at its own [***] expense, choose to be represented in any such action by counsel of its own choice. Genmab TGTX has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by GenmabTGTX’s activities under the Program at its own [***] expense and by counsel of its own choice, and CureVac Precision may, at its own [***] expense, choose to be represented in any such action by counsel of its own choice. Neither Party may settle any patent infringement litigation under this Section 12.7.1 9.4 in a manner that admits the invalidity or unenforceability of the other Party’s Patent Rights Patents or a Joint Patent Rights or imposes on the other Party restrictions or obligations or other liabilities, without the written consent of such other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the above, with respect to Nothing in this Section 9.4 will limit any Opt-In Product, the Parties shall mutually agree on indemnification rights or obligations of a common strategy for the defense of any such claim involving alleged infringement of Third Party rightsunder Article 11.

Defense and Settlement of Third Party Claims. 12.7.1 If Each party shall promptly notify the Development, Manufacture or Commercialization other in writing of (a) any Program Antibody, Program Antibody Combination or Product in any country in accordance with this Agreement or other allegation by a Third Party that the activity of either of the Parties parties pursuant to this Agreement infringes or may infringe the Agreement is alleged by a intellectual property rights of such Third Party to infringe or (b) any declaratory judgment action that is brought naming either party as a Third Party’s Patent Right, the Party becoming aware of such allegation shall promptly notify the other Party. CureVac has the first right, but not the obligation, to control any defense defendant and alleging invalidity of any such claim involving alleged infringement of Third Party rights by CureVac’s activities under any Program at its own expense and by counsel of its own choicethe Amgen Patents, and Genmab may, at its own expense, choose to be represented in any such action by counsel of its own choiceXencor Patents or Joint Invention Patents. Genmab has Xencor shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by GenmabXencor’s activities under the Program at its own expense and by counsel of its own choice, and CureVac mayAmgen shall have the right, at its own expense, choose to be represented in any such action by counsel of its own choice. Amgen shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Amgen’s activities at its own expense and by counsel of its own choice, and Xencor shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither Party may party shall have the right to settle any patent infringement litigation under this Section 12.7.1 9.5 in a manner that admits the invalidity or unenforceability of the other Partyparty’s Patents or a Joint Invention Patent Rights or Joint Patent Rights or imposes on the other Party party restrictions or obligations or other liabilities, without the written consent of such other Partyparty, which consent shall not be unreasonably withheld. Notwithstanding the above, with respect to any Opt-In Product, the Parties shall mutually agree on a common strategy for the defense of any such claim involving alleged infringement of Third Party rights.

Defense and Settlement of Third Party Claims. 12.7.1 If Each party shall promptly notify the Development, Manufacture or Commercialization other in writing of (a) any Program Antibody, Program Antibody Combination or Product in any country in accordance with this Agreement or other allegation by a Third Party that the activity of either of the Parties parties pursuant to this Agreement infringes or may infringe the Agreement is alleged by a intellectual property rights of such Third Party to infringe or (b) any declaratory judgment action that is brought naming either party as a Third Party’s Patent Right, the Party becoming aware of such allegation shall promptly notify the other Party. CureVac has the first right, but not the obligation, to control any defense defendant and alleging invalidity of any such claim involving alleged infringement of Third Party rights by CureVac’s activities under any Program at its own expense and by counsel of its own choicethe Amgen Patents, and Genmab may, at its own expense, choose to be represented in any such action by counsel of its own choiceAdvaxis Patents or Joint Invention Patents. Genmab has Advaxis shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Genmab’s Advaxis’ activities under the Program at its own expense and by counsel of its own choice, and CureVac mayAmgen shall have the right, at its own expense, choose to be represented in any such action by counsel of its own choice. Amgen shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Amgen’s activities at its own expense and by counsel of its own choice, and Advaxis shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither Party may party shall have the right to settle any patent infringement litigation under this Section 12.7.1 9.5 in a manner that admits the invalidity or unenforceability of the other Partyparty’s Patents or a Joint Invention Patent Rights or Joint Patent Rights or imposes on the other Party party restrictions or obligations or other liabilities, without the written consent of such other Partyparty, which consent shall not be unreasonably withheld. Notwithstanding the above, with respect to any Opt-In Product, the Parties shall mutually agree on a common strategy for the defense of any such claim involving alleged infringement of Third Party rights.

Defense and Settlement of Third Party Claims. 12.7.1 If Each party shall promptly notify the Development, Manufacture or Commercialization other in writing of (a) any Program Antibody, Program Antibody Combination or Product in any country in accordance with this Agreement or other allegation by a Third Party that the activity of either of the Parties parties pursuant to this Agreement infringes or may infringe the Agreement is alleged by a intellectual property rights of such Third Party to infringe or (b) any declaratory judgment action that is brought naming either party as a Third Party’s Patent Right, the Party becoming aware of such allegation shall promptly notify the other Party. CureVac has the first right, but not the obligation, to control any defense defendant and alleging invalidity of any such claim involving alleged infringement of Third Party rights by CureVac’s activities under any Program at its own expense and by counsel of its own choicethe Amgen Patents, and Genmab may, at its own expense, choose to be represented in any such action by counsel of its own choiceCompany Patents or Joint Invention Patents. Genmab has Company shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Genmab’s Company’ activities under the Program at its own expense and by counsel of its own choice, and CureVac mayAmgen shall have the right, at its own expense, choose to be represented in any such action by counsel of its own choice. Amgen shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Amgen’s activities at its own expense and by counsel of its own choice, and Company shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither Party may party shall have the right to settle any patent infringement litigation under this Section 12.7.1 ‎9.5 in a manner that admits the invalidity or unenforceability of the other Partyparty’s Patents or a Joint Invention Patent Rights or Joint Patent Rights or imposes on the other Party party restrictions or obligations or other liabilities, without the written consent of such other Partyparty, which consent shall not be unreasonably withheld. Notwithstanding the above, with respect to any Opt-In Product, the Parties shall mutually agree on a common strategy for the defense of any such claim involving alleged infringement of Third Party rights.