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

Defense and Settlement of Third Party Claims. If a Third Party asserts that a Patent or other right owned by it is infringed by the manufacture, use, marketing, sale or importation of any Product, the Party becoming aware of such a matter shall immediately notify ***Confidential Treatment Requested the other of it. ASLAN shall have the right to initiate, prosecute, defend and control legal action (whether by suit, proceedings, counter-claim, oppositions, customs procedure or otherwise) in respect of any such assertion; provided that assertion of any counterclaim for enforcement of Varlitinib shall be subject to Section 7.2 above. Array shall have the right actively to co-operate and join with ASLAN in any legal action if it considers it necessary or desirable, and ASLAN shall have the right to have Array joined as a passive party to any legal action if necessary, and in either circumstance each party shall reasonably co-operate with the other in regard to the same. All costs and expenses (including attorneys’ fees) of any legal action brought in accordance with this Section 7.4 other than all of Array’s costs and expenses if Array actively elects to be joined as a party to such action, shall be borne by ASLAN. Any monetary recovery in connection with legal action shall be applied first to reimburse ASLAN for its out-of-pocket costs and expenses (including management time and reasonable attorneys’ fees) incurred in connection with any legal action and second to reimburse Array for its out-of-pocket costs and expenses if it actively elects to be joined in such proceedings (including reasonable attorneys’ fees), incurred in connection with such infringement action. The remainder shall be split between the Parties in proportion to the relative degree of their active involvement in connection with the action, but if the Parties, acting in good faith, cannot agree such relative proportions, then on the basis of […***…]% to ASLAN and […***…]% to Array.

Defense and Settlement of Third Party Claims. If a Third Party asserts that a Patent or other right owned by it is infringed by the manufacture, use, marketing, sale or importation of any Product, the Party becoming aware of such a matter shall immediately notify ***Confidential Treatment Requested the other of it. ASLAN shall have the right to initiate, prosecute, defend and control legal action (whether by suit, proceedings, counter-claim, oppositions, customs procedure or otherwise) in respect of any such assertion; provided that assertion of any counterclaim for enforcement of Varlitinib shall be subject to Section 7.2 above. Array shall have the right actively to co-operate and join with ASLAN in any legal action if it considers it necessary or desirable, and ASLAN shall have the right to have Array joined as a passive party to any legal action if necessary, and in either circumstance each party shall reasonably co-operate with the other in regard to the same. All costs and expenses (including attorneys’ ' fees) of any legal action brought in accordance with this Section 7.4 other than all of Array’s 's costs and expenses if Array actively elects to be joined as a party to such action, shall be borne by ASLAN. Any monetary recovery in connection with legal action shall be applied first to reimburse ASLAN for its out-of-pocket costs and expenses (including management time and reasonable attorneys’ ' fees) incurred in connection with any legal action and second to reimburse Array for its out-of-pocket costs and expenses if it actively elects to be joined in such proceedings (including reasonable attorneys’ ' fees), incurred in connection with such infringement action. The remainder shall be split between the Parties in proportion to the relative degree of their active involvement in connection with the action, but if the Parties, acting in good faith, cannot agree such relative proportions, then on the basis of […***…]% to ASLAN and […***…]% to Array.

Defense and Settlement of Third Party Claims. If (a) In the event an Indemnified Party becomes aware of a Third claim by a third party (a “Third-Party asserts Claim”) that such Indemnified Party in good faith believes may result in a Patent Claim by or other on behalf of an Indemnified Party, such Indemnified Party shall have the right owned by it is infringed by in its sole discretion to conduct the manufacturedefense of and to settle or resolve such Third-Party Claim. The applicable Indemnified Party shall notify the Securityholder Representative or Parent, useas applicable, marketing, sale or importation of any Productsuch Third-Party Claim, and the Securityholder Representative (on behalf of the Indemnifying Securityholders) or Parent, as applicable, shall be entitled, at their expense, to participate in, but not to determine or conduct, the Party becoming aware defense of such a matter shall immediately notify ***Confidential Treatment Requested the other of itThird-Party Claim. ASLAN The Securityholder Representative or Parent, as applicable, shall have the right to initiatereceive copies of all pleadings, prosecute, defend notices and control legal action (whether by suit, proceedings, countercommunications with respect to the Third-claim, oppositions, customs procedure Party Claim to the extent that receipt of such documents does not affect any privilege relating to Parent or otherwise) in respect of any such assertion; provided that assertion of any counterclaim for enforcement of Varlitinib shall be Indemnified Party and subject to Section 7.2 above. Array shall have the right actively to coexecution of a standard non-operate and join with ASLAN in any legal action if it considers it necessary or desirable, and ASLAN shall have the right to have Array joined as a passive party to any legal action if necessary, and in either circumstance each party shall reasonably co-operate with the other in regard disclosure agreement to the sameextent that such materials contain confidential or proprietary information. All The reasonable costs and expenses (including attorneys’ fees) of incurred or paid by any legal action brought in accordance with this Section 7.4 other than all of Array’s costs and expenses if Array actively elects to be joined as a party to such action, shall be borne by ASLAN. Any monetary recovery Indemnified Party in connection with legal action shall be applied first to reimburse ASLAN for its out-of-pocket costs and expenses (including management time and reasonable attorneys’ fees) incurred in connection with any legal action and second to reimburse Array for its out-of-pocket costs and expenses if it actively elects to be joined in such proceedings the defense (including reasonable attorneys’ fees), other professionals’ and experts’ fees, costs of investigation and court or arbitration costs) of any such Third-Party Claim, and the reasonable amounts paid or incurred in connection with the settlement or other resolution of any such infringement actionThird-Party Claim, are recoverable by the Indemnified Party as Losses pursuant to this Section 8.7 regardless of the outcome of such Third-Party Claim, subject to the limitations on recovery in Section 8.4. The remainder Any amounts required to be paid or incurred by an Indemnified Party pursuant to the final determination of a Governmental Authority presiding over any such Third-Party Claim shall be split between the Parties in proportion to the relative degree deemed reasonable for purposes of their active involvement in connection with the action, but if the Parties, acting in good faith, cannot agree such relative proportions, then on the basis of […***…]% to ASLAN and […***…]% to Arraythis Section 8.7.

Defense and Settlement of Third Party Claims. If a Third Party asserts that a Patent or other right owned by it is infringed by the manufacture, use, marketing, sale or importation of any Product, the Party becoming aware of such a matter shall immediately notify ***Confidential Treatment Requested the other of it. ASLAN shall have the right to initiate, prosecute, defend and control legal action (whether by suit, proceedings, counter-claim, oppositions, customs procedure or otherwise) in respect of any such assertion; provided that assertion of any counterclaim for enforcement of Varlitinib Licensed Technology shall be subject to Section 7.2 above8.4 below. Array shall have the right actively to co-operate and join with ASLAN in any legal action if it considers it necessary or desirable, and ASLAN shall have the right to have Array joined as a passive party to any legal action if necessary, and in either circumstance each party shall reasonably co-operate with the other in regard to the same. All costs and expenses (including attorneys’ fees) of any legal action brought in accordance with this Section 7.4 8.3 other than all of Array’s costs and expenses if Array actively elects to be joined as a party to such action, ) shall be borne by ASLAN. Any monetary recovery in connection with legal action shall be applied first to reimburse ASLAN for its out-of-pocket costs and expenses (including management time and reasonable attorneys’ fees) incurred in connection with any legal action and second to reimburse [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Array for its out-of-pocket costs and expenses if it actively elects to be joined in such proceedings (including reasonable attorneys’ fees), incurred in connection with such infringement action. The remainder shall be split between the Parties in proportion to the relative degree of their active involvement in connection with the action, but if the Parties, acting in good faith, cannot agree such relative proportions, then on the basis of […***…]% to ASLAN and […***…]% to Array.

Defense and Settlement of Third Party Claims. If FHI shall control the defense of any suits, actions or claims by a Third Party asserts that alleging infringement of a Third Party's Patent or other right owned by it is infringed rights by the manufacture, use, marketingsale, sale offer for sale, export and/or import by FHI, its Affiliates or importation Sublicensees of a Licensed Compound and/or Licensed Product. If the basis for such claim of infringement arises from or involves any ProductLicensed Technology, the data and/or any Information provided to FHI by CVT or developed by CVT or otherwise generated by either Party becoming aware of such a matter shall immediately notify ***Confidential Treatment Requested the other of it. ASLAN shall have the right to initiate, prosecute, defend and control legal action (whether by suit, proceedings, counter-claim, oppositions, customs procedure or otherwise) in respect of any such assertion; provided that assertion of any counterclaim for enforcement of Varlitinib shall be subject to Section 7.2 above. Array shall have the right actively to co-operate and join with ASLAN in any legal action if it considers it necessary or desirable, and ASLAN shall have the right to have Array joined as a passive party to any legal action if necessary, and in either circumstance each party shall reasonably co-operate with the other in regard to the same. All costs and expenses (including attorneys’ fees) of any legal action brought in accordance with this Section 7.4 other than all of Array’s costs and expenses if Array actively elects to be joined as a party to such action, shall be borne by ASLAN. Any monetary recovery in connection with legal action the Collaboration pursuant to this Agreement, the Parties shall be applied first to reimburse ASLAN for its out-of-pocket costs and expenses share all costs, expenses, fees, charges, monies and/or royalties (including management time and reasonable attorneys’ fees) incurred collectively "Costs"), paid in connection with any legal action and second such suits, actions or claims or to reimburse Array for its out-of-pocket costs and expenses if it actively elects any Third Party in past or prospective settlement as follows: [ * ] of all Costs to be joined paid by FHI and [ * ] of all Costs to be paid by CVT; provided, however, that such Costs to be shared hereunder shall not include any costs, expenses or other amounts included or includible under the royalty offset provisions of Section 5.8 above. Without limiting the generality of the foregoing, the Parties shall also share in such proceedings the same fashion [ * ]any [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24-b2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. and all Costs (including reasonable attorneys’ fees)subject to the foregoing proviso) in the event a suit, incurred in connection with such infringement actionaction or claim brought by [ * ] alleges that the practice of any of the Licensed Patents infringes any of [ * ] Patent rights. The remainder shall be split between the Parties in proportion will reasonably cooperate with one another with respect to the relative degree of their active involvement in connection with the actionany such Third Party suits, but if the Parties, acting in good faith, cannot agree such relative proportions, then on the basis of […***…]% to ASLAN and […***…]% to Arrayactions or claims.