Common use of Defense of Claims Brought by Third Parties Clause in Contracts

Defense of Claims Brought by Third Parties. If any Third Party brings a claim or otherwise asserts that a Product or Capsid infringes such Third Party’s Patent or misappropriates such Third Party’s Know-How (each, a “Third-Party Infringement Claim”), the Party first having notice of the claim or assertion will promptly notify the other Party in writing. Subject to Section 8.1.2, and subject to the expressly stated rights of Lonza or MEE under the Lonza/MEE 3-Way Agreement as applicable with respect to any Third Party Infringement Claim brought against Company, Vertex will have the sole right to undertake and control the defense or settlement of any Third-Party Infringement Claim using counsel of its choice, at its cost and expense. If Company is named as a defendant in such suit, Company will have the right to participate in such defense and settlement with its own counsel, at its cost. Vertex will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against Company without Company’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; except that, such consent will not be required if such settlement includes a release of all liability in favor of Company or an assumption of any unreleased liability by Vertex. As requested by Vertex, Company will provide reasonable cooperation and assistance to Vertex in connection with Vertex’s control of the defense or settlement of a Third-Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow Vertex to control the defense and settlement of such Third-Party Infringement Claim. Vertex will reimburse Company for the reasonable Out-of-Pocket Costs incurred by Company in providing such assistance and cooperation; except that Vertex will have no obligation to reimburse Company for any costs or expenses incurred if Company exercises its right to participate in the defense and settlement of a Third-Party Infringement Claim with its own counsel. Vertex will keep Company reasonably informed of the progress of any Third Party Infringement Claim. To the extent reasonable, both Parties will cooperate in good faith to (a) ensure that Vertex has the ability to continue to commercialize Products and (b) avoid or minimize any additional royalties on Products.

Defense of Claims Brought by Third Parties. If any Third Party brings a claim or otherwise asserts that a Product or Capsid Licensed Compound manufactured, used or sold by Merck, its Affiliates or Sublicensees infringes such Third Party’s Patent or misappropriates such Third Party’s Know-How (each, a “Third-Party Infringement Claim”), the Party first having notice of the claim or assertion will promptly notify the other Party in writingParty. Subject to Section 8.1.2, and subject to the expressly stated rights of Lonza or MEE under the Lonza/MEE 3-Way Agreement as applicable with respect to any Third Party Infringement Claim brought against Company, Vertex Merck will have the sole right to undertake and control the defense or settlement of any Third-Party Infringement Claim using counsel of its choice, at its cost and expense. If Company Vertex is named as a defendant in such suit, Company Vertex will have the right to participate in such defense and settlement with its own counsel, at its cost. Vertex Merck will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against Company Vertex without CompanyVertex’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; except that, such consent will not be required if such settlement includes a release of all liability in favor of Company Vertex or an assumption of any unreleased liability by VertexMerck. As requested by VertexMerck, Company Vertex will provide reasonable cooperation and assistance to Vertex Merck in connection with VertexMerck’s control of the defense or settlement of a Third-Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow Vertex Merck to control the defense and settlement of such Third-Party Infringement Claim. Vertex Merck will reimburse Company Vertex for the reasonable Out-of-Pocket Costs incurred by Company Vertex in providing such assistance and cooperation; except that Vertex Merck will have no obligation to reimburse Company Vertex for any costs or expenses incurred if Company Vertex exercises its right to participate in the defense and settlement of a Third-Party Infringement Claim with its own counsel. Vertex Merck will keep Company Vertex reasonably informed of the progress of any Third Third-Party Infringement Claim. To the extent reasonable, both Parties will cooperate in good faith to (a) ensure that Vertex Merck has the ability to continue to commercialize Commercialize Products and (b) avoid or minimize any additional royalties on Products.

Defense of Claims Brought by Third Parties. If any Third Party brings a claim or otherwise asserts that a Licensed Agent or Product or Capsid infringes such Third Party’s Patent or misappropriates such Third Party’s Know-How (each, a “Third-Third Party Infringement Claim”), the Party first having notice of the claim or assertion will promptly notify the other Party in writing. Subject to Section 8.1.2, and subject to the expressly stated rights of Lonza or MEE under the Lonza/MEE 3-Way Agreement as applicable with respect to any Third Party Infringement Claim brought against Company8.1, Vertex will have the sole right to undertake and control the defense or settlement of any Third-Third Party Infringement Claim using counsel of its choice, at its cost and expense. If Subject to Section 8.1, if Company is named as a defendant in any such suitThird Party Infringement Claim, Company will have the right to participate in such defense and settlement with its own counsel, at its costexpense. Subject to Section 8.1, Vertex will not enter into any settlement of any Third-Third Party Infringement Claim that is instituted or threatened to be instituted against Company without Company’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; except provided that, such consent will not be required if such settlement includes a release of all liability in favor of Company or an assumption of any unreleased liability by VertexVertex without any admission of liability by the Company. As requested by Vertex, Company will provide reasonable cooperation and assistance to Vertex in connection with Vertex’s control of the defense or settlement of a Third-Third Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow Vertex to control the defense and settlement of such Third-Third Party Infringement Claim. Subject to Section 8.1, Vertex will reimburse Company for the reasonable Out-of-Pocket Costs incurred by Company in providing such assistance and cooperation; except provided that Vertex will have no obligation to reimburse Company for any costs or expenses such Out-of-Pocket Costs incurred if Company exercises its right to participate in the defense and settlement of a Third-Third Party Infringement Claim with 66 its own counsel. Vertex will keep Company reasonably informed of the progress of any Third Party Infringement Claim. To the extent reasonable, both Parties will cooperate in good faith to (ai) ensure that Vertex has the ability to continue to commercialize Commercialize Products and (bii) avoid or minimize any additional royalties on Products.