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

Defense and Settlement of Third Party Claims. Each Party shall promptly notify the other in writing of: (a) any allegation by a Third Party that the activity of either of the Parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party; or (b) any declaratory judgment action that is brought naming either Party as a defendant and alleging invalidity of any of the Novartis Patents, Precision Patents or Joint Patents that Cover a Licensed Product. Precision has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by Precision’s activities at [***] expense and by counsel of its own choice, and Novartis may, at [***] expense, be represented in any such action by counsel of its own choice. Novartis has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by Novartis’s activities at [***] expense and by counsel of its own choice, and Precision may, at [***] expense, be represented in any such action by counsel of its own choice. Neither Party may settle any patent infringement litigation under this Section 11.4 in a manner that admits the invalidity or unenforceability of the other Party’s Patents or a Joint Patent 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. Nothing in this Section 11.4 will limit any indemnification rights or obligations of a Party under Article 13.

Defense and Settlement of Third Party Claims. Each Party shall promptly notify the other in writing of: (a) any allegation by a Third Party that the activity of either of the Parties pursuant to this Agreement infringes or may infringe the intellectual property rights Intellectual Property Rights of such Third Party; or (b) any declaratory judgment action that is brought naming either Party as a defendant and alleging invalidity of any of the Novartis Lilly Patents, Precision Joint Patents or Joint Patents that Cover a Licensed ProductProQR Patents. Precision ProQR has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by PrecisionProQR’s activities at [***] its own expense and by counsel of its own choice, and Novartis Lxxxx may, at [***] its own expense, be represented in any such action by counsel of its own choice. Novartis Lxxxx has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by Novartis’s Lxxxx’x activities or related to the Joint Patents at [***] its own expense and by counsel of its own choice, and Precision ProQR may, at [***] its own expense, be represented in any such action by counsel of its own choice. Neither Party may settle any patent infringement litigation under this Section 11.4 9.9 in a manner that admits the invalidity or unenforceability of the other Party’s Patents or a Joint Patent 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. Nothing in this Section 11.4 9.9 will limit any indemnification rights or obligations of a Party under Article 1311.

Defense and Settlement of Third Party Claims. Each Party shall promptly notify the other in writing of: (a) any allegation by a Third Party that the activity of either of the Parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party; or (b) any declaratory judgment action that is brought naming either Party as a defendant and alleging invalidity of any of the Novartis Lilly Patents, Precision Patents Patents, or Joint Patents that Cover a Licensed ProductPatents. Precision has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by Precision’s activities at [***] expense and by counsel of its own choice, and Novartis Lilly may, at [***] expense, be represented in any such action by counsel of its own choice. Novartis Lilly has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by NovartisLilly’s activities at [***] expense and by counsel of its own choice, and Precision may, at [***] expense, be represented in any such action by counsel of its own choice. Neither Party may settle any patent infringement litigation under this Section 11.4 in a manner that admits the invalidity or unenforceability of the other Party’s Patents or a Joint Patent 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. Nothing in this Section 11.4 will limit any indemnification rights or obligations of a Party under Article 13.. WEIL:\97737446\1\59474.0121 EXECUTION VERSION

Defense and Settlement of Third Party Claims. Each Party shall promptly notify the other in writing of: (a) any allegation by a Third Party that the activity of either of the Parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party; or (b) any declaratory judgment action that is brought naming either Party as a defendant and alleging invalidity of any of the Novartis Prevail Patents, Precision Patents Patents, or Joint Patents that Cover a Licensed ProductPatents. Precision has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by Precision’s activities at [***] expense and by counsel of its own choice, and Novartis Prevail may, at [***] expense, be represented in any such action by counsel of its own choice. Novartis Prevail has the sole right to control any defense of any such claim described in (a) involving alleged infringement of Third Party rights by NovartisXxxxxxx’s activities at [***] expense and by counsel of its own choice, and Precision may, at [***] expense, be represented in any such action by counsel of its own choice. Neither Party may settle any patent infringement litigation under this Section 11.4 in a manner that admits the invalidity or unenforceability of the other Party’s Patents or a Joint Patent 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. Nothing in this Section 11.4 will limit any indemnification rights or obligations of a Party under Article 13.