Common use of Defense Clause in Contracts

Defense. If an action for infringement is commenced against either Party, its licensees or its sublicensees related to such Party’s conduct of a Work Stream within the scope of an R&D Plan then such Party shall defend such action at its own expense, and the other Party shall assist and cooperate with such Party, at its own expense, to the extent necessary in the defense of such suit. The defending Party shall have the right to settle the suit or consent to an adverse judgment thereto, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect the rights of the other Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment of any award for damages, or any amount due pursuant to any settlement entered into by it with such Third Party. If the manufacture, use, importation, offer for sale or sale of any Products and Services results in any claim, suit or proceeding alleging patent infringement or trade secret misappropriation against FMI or a member of the Roche Group, then such Party shall promptly notify the other Party hereto. The Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche shall have the exclusive right and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for the defense of any such action, any and all costs incurred in connection with such action (including, without limitation, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding the above, Roche shall not enter into any settlement of any such claim without the prior written consent of FMI if such settlement would require FMI to be subject to an injunction or to make any monetary payment to Roche or any Third Party, or admit any wrongful conduct by FMI or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patent Rights Controlled by FMI, or have any impact on activities outside the Field.

Defense. If an action for infringement is commenced against either Party, its licensees or its sublicensees related to such Party’s conduct of a Work Stream within the scope of an R&D Plan then such Each Party shall defend such action at its own expense, and notify the other Party shall assist and cooperate with such Party, at its own expense, to the extent necessary in the defense of such suit. The defending Party shall have the right to settle the suit or consent to an adverse judgment thereto, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect the rights of the other Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment writing of any award for damagesallegations it receives from a Third Party that the manufacture, production, use, Development, Commercialization, sale or distribution of any Products, or any amount due pursuant to any settlement entered into by it with technology or intellectual property licensed under this Agreement, infringes the intellectual property rights of such Third Party. If Such notice shall be provided promptly, but in no event after more than [***] Business Days, following receipt of such allegations. In the event that a Party receives notice that it or any of its Affiliates or Sublicensees have been individually named as a defendant in a legal proceeding by a Third Party alleging infringement of a Third Party’s Patents or other intellectual property right as a result of the manufacture, production, use, importationDevelopment, offer for Commercialization, sale or sale distribution of Products, or any Products and Services results in any claimtechnology or intellectual property licensed under this Agreement, suit or proceeding alleging patent infringement or trade secret misappropriation against FMI or a member of the Roche Group, then such Party shall promptly notify the other Party heretoin writing, but in no event more than [***] Business Days after the receipt of such notice. The Such written notice shall include a copy of any summons or complaint (or the equivalent thereof) received regarding the foregoing. Each Party shall, if possible, assert and not waive the joint defense privilege with respect to all communications between the Parties reasonably the subject thereof with respect to such legal proceeding. In such event, the Parties shall cooperate with each other in connection with any such claim, suit use reasonable efforts to agree how best to mitigate or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche shall have the exclusive right and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for control the defense of any such actionlegal proceeding; provided, however, that Licensee or any and all costs incurred in connection with such action (including, without limitation, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding of its Affiliates or Sublicensees shall have the above, Roche shall not enter into any settlement right to assume the primary responsibility for the conduct of the defense of any such claim at its expense. Dermira shall have the right, but not the obligation, to participate and be separately represented in any such suit at its sole option and at its own expense. Dermira shall reasonably cooperate with and assist Licensee or any of its Affiliates or Sublicensees. If a Party or any of its Affiliates have been individually named as a defendant in a legal proceeding relating to the alleged infringement of a Third Party’s Patents or other intellectual property right as a result of the manufacture, production, use, development, sale or distribution of Products, the other Party shall be allowed to join in such action, at its own expense, and agrees to be joined if the first Party reasonably believes that it is necessary to pursue a counterclaim or similar action. The Parties shall keep each other informed of the status of and of their respective activities regarding any infringement litigation initiated by a Third Party concerning the manufacture, production, use, Development, Commercialization sale or distribution of Products or settlement thereof; provided, however, that no settlement or consent judgment or other voluntary final disposition of a suit under this Section 8.7 may be undertaken by a Party without the prior written consent of FMI if such settlement would require FMI to the other Party which consent shall not be subject to an injunction unreasonably withheld or to make any monetary payment to Roche or any Third Party, or admit any wrongful conduct by FMI or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patent Rights Controlled by FMI, or have any impact on activities outside the Fielddelayed.

Defense. If an action for infringement is commenced against either Party, its licensees or its sublicensees related to such Party’s conduct of a Work Stream within the scope of an R&D Plan then such Each Party shall defend such action at its own expense, and notify the other in writing of any allegations it receives from a Third Party shall assist and cooperate with such Partythat the Manufacture, at its own expenseproduction, to the extent necessary use, Development, Commercialization, sale, and/or distribution of any Products in any country in the defense of such suit. The defending Party shall have the right to settle the suit or consent to an adverse judgment thereto, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect the rights of the other Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment of any award for damagesTerritory, or any amount due pursuant to any settlement entered into by it with technology or Intellectual Property licensed under this Agreement, infringes the Intellectual Property of such Third Party. If Such notice shall be provided promptly, but in no event after more than [***] Business Days, following receipt of such allegations. In the manufactureevent that a Party receives notice that it or any of its Affiliates or Sublicensees have been individually named as a defendant in a legal proceeding by a Third Party alleging infringement of a Third Party’s Patents or other Intellectual Property as a result of the Manufacture, production, use, importationDevelopment, offer for sale or sale Commercialization, sale, and/or distribution of any Products and Services results in any claimcountry in the Territory, suit or proceeding alleging patent infringement any technology or trade secret misappropriation against FMI or a member of the Roche GroupIntellectual Property licensed under this Agreement, then such Party shall promptly notify the other Party heretoin writing, but in no event more than [***] Business Days after the receipt of such notice. The Such written notice shall include a copy of any summons or complaint (or the equivalent thereof) received regarding the foregoing. Each Party shall, if possible, assert and not waive the joint defense privilege with respect to all communications between the Parties reasonably the subject thereof with respect to such legal proceeding. In such event, the Parties shall cooperate with each other in connection with any such claim, suit use reasonable efforts to agree how best to mitigate or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche shall have the exclusive right and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for control the defense of any such actionlegal proceeding; provided, any and all costs incurred in connection with such action (includinghowever, without limitationthat, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding as between the aboveParties, Roche Evommune shall not enter into any settlement have the right to assume the primary responsibility for the conduct of the defense of any such claim at its expense. Maruho shall have the right, but not the obligation, to participate and be separately represented in any such suit at its sole option and at its own expense. Maruho shall reasonably cooperate with and assist Evommune. If Maruho or any of its Affiliates or Sublicensees have been individually named as a defendant in a legal proceeding relating to the alleged infringement of a Third Party’s Patents or other Intellectual Property as a result of the Manufacture, production, use, Development, Commercialization, sale, and/or distribution of Products in any country in the Territory, Evommune shall be allowed to join in such action, at its own expense, and agrees to be joined (at Maruho’s expense) if ▇▇▇▇▇▇ reasonably believes that it is necessary to pursue a counterclaim or similar action. The Parties shall keep each other informed of the status of and of their respective activities regarding any infringement litigation initiated by a Third Party concerning the Manufacture, production, use, Development, Commercialization, sale, and/or distribution of Products in the Field in any country in the Territory or settlement thereof; provided, however, that neither Party shall settle or enter into any consent judgment or other voluntary final disposition of a suit under this Section 8.7 without the prior written consent of FMI if such settlement would require FMI to be subject to an injunction or to make any monetary payment to Roche or any Third the other Party, or admit any wrongful conduct by FMI or its Affiliateswhich consent shall not be unreasonably withheld, conditioned, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patent Rights Controlled by FMIdelayed, or have any impact on activities outside the Fieldin a manner that will materially adversely affect either Party’s rights under this Agreement.

Defense. If an action for infringement is commenced against either Party(i) As between the Parties, its licensees or its sublicensees related to such Party’s conduct of a Work Stream within Acuitas will have the scope of an R&D Plan then such Party shall defend such action at its own expensefirst right, and but not the other Party shall assist and cooperate with such Partyobligation, at its own expensesole cost, to defend against a declaratory judgment action or other action to the extent challenging the validity or enforceability of any Acuitas Patent. Verve will have the right but not the obligation, at its sole cost, to defend against any other declaratory judgment action or other action challenging any Acuitas Patent that, on the date of first notice of such action, are not necessary or useful for the research, development, manufacturing and commercialization of any lipid nanoparticle comprising product that is licensed or optioned by Acuitas to a Third-Party or is under Late Stage Development by Acuitas. If Acuitas does not take steps to defend within a commercially reasonable time, or elects not to continue any such defense (in which case it will promptly provide notice thereof to Verve), then Verve shall have the right, but not the obligation, to defend any Acuitas Patents that cover a Licensed Product and no other product licensed or optioned by Acuitas to a Third-Party or commercialized by Acuitas provided that Verve shall bear all the expenses of such suit. If a Third-Party files a declaratory judgment or other action challenging any Jointly Owned Patent, the Parties shall reasonably cooperate in good faith to determine each Party’s responsibility with respect to the defense of such suit. The defending Party shall have declaratory judgment or other action. (ii) In the right to settle the event that any action, suit or consent to proceeding is brought against either Party or an adverse judgment theretoAffiliate of either Party, in or a Sublicensee of Verve or its sole discretionAffiliates, so long as such settlement or adverse judgment does not adversely affect alleging the rights infringement of the other Patents or Know-How of a Third-Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment of any award for damagesresearch, or any amount due pursuant to any settlement entered into by it with such Third Party. If the development, manufacture, use, importationsale, offer for sale import, export, commercialization or sale exploitation of any Products and Services results in any claima Licensed Product, suit or proceeding alleging patent infringement or trade secret misappropriation against FMI or a member of the Roche Group, then such Party shall promptly notify the other Party hereto. The Parties shall cooperate with each other within [**] of the earlier of (x) receipt of service of process in connection with any such claimaction, suit or proceeding, or (y) the date such Party becomes aware that such action, suit or proceeding and has been instituted. Except as set forth in subsection (a) above of this License Agreement, Verve shall keep each other reasonably informed of all material developments in connection with any have the right, but not the obligation, to defend such claimaction, suit or proceedingproceeding in the Territory at its sole cost. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the developmentFor clarity, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche Verve shall have the exclusive sole right and responsibility to resolve defend any such claim, whether Patents owned or controlled by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for Verve other than the defense of any such action, any and all costs incurred in connection with such action (including, without limitation, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding the above, Roche shall not enter into any settlement of any such claim without the prior written consent of FMI if such settlement would require FMI to be subject to an injunction or to make any monetary payment to Roche or any Third Party, or admit any wrongful conduct by FMI or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patent Rights Controlled by FMI, or have any impact on activities outside the FieldLNP Technology Patents.

Defense. If an action for (a) Each Party shall notify the other in writing of any allegations it receives from a Third Party that the Manufacture, production, use, Development, Commercialization or distribution of any Product or any technology or intellectual property licensed by a Party under this Agreement infringes the intellectual property rights of such Third Party. Such notice shall be provided promptly, but in no event after more than ten (10) Business Days, following receipt of such allegations. (b) In the event that a Party receives notice that it or any of its Affiliates have been individually named as a defendant in a legal proceeding by a Third Party alleging infringement is commenced against either Party, its licensees or its sublicensees related to such of a Third Party’s conduct Patents or other intellectual property right as a result of the Manufacture, production, use, Development, Commercialization or distribution of Products or any technology or intellectual property licensed by a Work Stream within the scope of an R&D Plan then Party under this Agreement, such Party shall defend immediately notify the other Party in writing and in no event notify such action other Party later than ten (10) Business Days after the receipt of such notice. Such written notice shall include a copy of any summons or complaint (or the equivalent thereof) received regarding the foregoing. Each Party shall assert and not waive the joint defense privilege with respect to all [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. communications between the Parties. In such event, the Parties shall agree how best to mitigate or control the defense of any such legal proceeding; and determine which Party it best suited to assume the primary responsibility for the conduct of the defense of any such claim at their expense. The other Party shall have the right, but not the obligation, to participate and be separately represented in any such suit at its sole option and at its own expense. Each Party shall reasonably cooperate with the Party conducting the defense of the claim. If a Party or any of its Affiliates have been individually named as a defendant in a legal proceeding relating to the alleged infringement of a Third Party’s Patents or other intellectual property right as a result of the Manufacture, production, use, Development, Commercialization or distribution of Products, then that Party shall conduct the defense and the other Party shall assist and cooperate with be allowed to join in such Partyaction, at its own expense, to the extent necessary in the defense of such suit. The defending Party shall have the right to settle the suit or consent to an adverse judgment thereto, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect the rights of the other Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment of any award for damages, or any amount due pursuant to any settlement entered into by it with such Third Party. If the manufacture, use, importation, offer for sale or sale of any Products and Services results in any claim, suit or proceeding alleging patent infringement or trade secret misappropriation against FMI or a member of the Roche Group, then such Party shall promptly notify the other Party hereto. The Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche shall have the exclusive right and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for the defense of any such action, any and all costs incurred in connection with such action (including, without limitation, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding the above, Roche shall not enter into any settlement of any such claim without the prior written consent of FMI if such settlement would require FMI to be subject to an injunction or to make any monetary payment to Roche or any Third Party, or admit any wrongful conduct by FMI or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patent Rights Controlled by FMI, or have any impact on activities outside the Field.

Defense. If an action for (a) Each Party shall notify the other in writing of any allegations it receives from a Third Party that the manufacture, production, use, Development, Commercialization, sale or distribution of any Licensed Product or any technology or intellectual property licensed under this Agreement infringes the intellectual property rights of such Third Party. Such notice shall be provided promptly, but in no event after more than [***], following receipt of such allegations. In the event that a Party receives notice that it or any of its Affiliates or Sublicensees have been individually named as a defendant in a legal proceeding by a Third Party alleging infringement is commenced against either Party, its licensees or its sublicensees related to such of a Third Party’s conduct Patents or other intellectual property right as a result of a Work Stream within the scope manufacture, production, use, Development, Commercialization, sale or distribution of an R&D Plan then Licensed Products or any technology or intellectual property licensed under this Agreement, such Party shall defend immediately notify the other Party in writing within [***] after the receipt of such action notice. Such written notice shall include a copy of any summons or complaint (or the equivalent thereof) received regarding the foregoing. Each Party shall, if possible, assert and not waive the joint defense privilege with respect to all communications between the Parties reasonably the subject thereof with respect to such legal proceeding. In such event, the Parties shall use reasonable efforts to agree how best to mitigate or control the defense of any such legal proceeding; provided however, Spruce or any of its Affiliates or Sublicensees shall have the right to assume the primary responsibility for the conduct of the defense of any such claim at its expense. Lilly shall have the right, but not the obligation, to participate and be separately represented in any such suit at its sole option and at its own expense. Lilly shall reasonably cooperate with Spruce or any of its Affiliates or Sublicensees. If a Party or any of its Affiliates have been individually named as a defendant in a legal proceeding relating to the alleged infringement of a Third Party’s Patents or other intellectual property right as a result of the manufacture, and production, use, development, sale or distribution of Licensed Products, the other Party shall assist and cooperate with be allowed to join in such Partyaction, at its own expense. (b) The Parties shall keep each other informed of the status of and of their respective activities regarding any infringement litigation initiated by a Third Party concerning the manufacture, to the extent necessary in the defense production, use, Development, Commercialization sale or distribution of such suit. The defending Party shall have the right to settle the suit Licensed Products or settlement thereof; provided, however, that no settlement or consent to an adverse judgment thereto, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect other voluntary final disposition of a suit under this Article 8.7 may be undertaken by a Party without the rights consent of the other Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment of any award for damages, or any amount due pursuant to any settlement entered into by it with such Third Party. If the manufacture, use, importation, offer for sale or sale of any Products and Services results in any claim, suit or proceeding alleging patent infringement or trade secret misappropriation against FMI or a member of the Roche Group, then such Party shall promptly notify the other Party hereto. The Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche shall have the exclusive right and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for the defense of any such action, any and all costs incurred in connection with such action (including, without limitation, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding the above, Roche which consent shall not enter into any settlement of any such claim without the prior written consent of FMI if such settlement would require FMI to be subject to an injunction unreasonably withheld or to make any monetary payment to Roche or any Third Party, or admit any wrongful conduct by FMI or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patent Rights Controlled by FMI, or have any impact on activities outside the Fielddelayed.

Defense. If an action for (a) Each Party shall notify the other in writing of any allegations it receives from a Third Person that the manufacture, production, use, development, sale or distribution of any Compound, Modified Compound or Product infringes the intellectual property rights of such Third Person. Such notice shall be provided promptly, but in no event after more than ten (10) business days, following receipt of such allegations. (b) In the event that a Party receives notice that it or any of its Affiliates have been individually named as a defendant in a legal proceeding by a Third Person alleging infringement is commenced against either Party, its licensees or its sublicensees related to such Party’s conduct misappropriation of a Work Stream within Third Person’s patents or other intellectual property right as a result of the scope manufacture, production, use, development, sale or distribution of an R&D Plan then Compounds, Modified Compounds or Products, such Party shall defend such action at its own expense, and the other Party shall assist and cooperate with such Party, at its own expense, to the extent necessary in the defense of such suit. The defending Party shall have the right to settle the suit or consent to an adverse judgment thereto, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect the rights of the other Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment of any award for damages, or any amount due pursuant to any settlement entered into by it with such Third Party. If the manufacture, use, importation, offer for sale or sale of any Products and Services results in any claim, suit or proceeding alleging patent infringement or trade secret misappropriation against FMI or a member of the Roche Group, then such Party shall promptly immediately notify the other Party heretoin writing and in no event notify such other Party later than ten (10) business days after the receipt of such notice. The Each Party shall assert and not waive the joint defense privilege with respect to all communications between the Parties reasonably the subject thereof. In such event, the Parties shall cooperate with each other in connection with any such claim, suit agree how best to mitigate or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche shall have the exclusive right and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for control the defense of any such actionlegal proceeding. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (c) The Parties shall keep each other informed of the status of their respective activities regarding any and all costs incurred in connection with such action (includinglitigation or settlement thereof initiated by a Third Person concerning a Party’s manufacture, production, use, development, sale or distribution of Products or any technology or intellectual property licensed by a Party under this Agreement; provided, however, that no settlement or consent judgment or other voluntary final disposition of a suit under this Section 6.3 may be undertaken by a Party without limitation, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding the above, Roche consent of the other Party which consent shall not enter into any settlement of any such claim without the prior written consent of FMI if such settlement would require FMI to be subject to an injunction unreasonably withheld or to make any monetary payment to Roche or any Third Party, or admit any wrongful conduct by FMI or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patent Rights Controlled by FMI, or have any impact on activities outside the Fielddelayed.

Defense. If an action for infringement is commenced against either Party, its licensees or its sublicensees related to such Party’s conduct of a Work Stream within the scope of an R&D Plan then such (a) Each Party shall defend such action at its own expense, and notify the other in writing of any allegations it receives from a Third Party shall assist and cooperate with such Partythat the Development, at its own expenseManufacture, to use, Commercialization or other exploitation of any Licensed Compound or Product or any embodiment of any technology or intellectual property licensed by a Party under this Agreement infringes the extent necessary in the defense of such suit. The defending Party shall have the right to settle the suit or consent to an adverse judgment thereto, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect the intellectual property rights of the other Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment of any award for damages, or any amount due pursuant to any settlement entered into by it with such Third Party. If the manufactureSuch notice shall be provided promptly, use, importation, offer for sale or sale but in no event after more than fifteen (15) days following receipt of such allegations. Such written notice shall include a copy of any Products summons or complaint (or the equivalent thereof) received regarding the foregoing. Thereafter, the Parties shall promptly meet to consider the claim or assertion and Services results the appropriate course of action and may, if appropriate, agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in any claim, suit or proceeding alleging patent infringement or trade secret misappropriation against FMI or a member the outcome of the Roche Group, then such potential dispute. Each Party shall promptly notify assert and not waive the other Party hereto. The Parties shall cooperate joint defense privilege with each other in connection with any such claimrespect to all communications between the Parties. (b) As between the Parties, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche Zai shall have the exclusive right first right, but not the obligation to control and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for the defense of any such actionsuit against Zai, any at Zai’s sole cost and all costs incurred in connection with such action (includingexpense; provided, without limitationhowever, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding the above, Roche Zai shall not enter into any compromise or settlement relating to such suit that (i) admits the invalidity or unenforceability of any such claim Licensed Patents or Joint Patents; or (ii) requires abandonment of any Licensed Patents or Joint Patents; or (iii) contemplates payment or other action by ▇▇▇▇▇▇▇▇ or has a material adverse effect on ▇▇▇▇▇▇▇▇’▇ business, in all cases ((i) through (iii)), without obtaining the prior written consent of FMI if ▇▇▇▇▇▇▇▇. (c) If Zai decides not to bring such settlement would require FMI to be legal action subject to an injunction its first right, it shall so inform ▇▇▇▇▇▇▇▇ promptly and ▇▇▇▇▇▇▇▇ shall have the right to bring and control any such legal action in connection with such infringement in the Territory at its own expense as it reasonably determines appropriate; provided, however, ▇▇▇▇▇▇▇▇ shall not enter into any compromise or settlement relating to make any monetary payment to Roche such suit that (i) admits the invalidity or any Third Party, or admit any wrongful conduct by FMI or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any Licensed Patents or Joint Patents; or (ii) requires abandonment of any Licensed Patents or Joint Patents; or (iii) contemplates payment or other action by Zai or has a material adverse effect on Zai’s business, in all cases ((i) through (iii)), without obtaining the prior written consent of Zai. (d) Upon the defending Party’s request and at the defending Party’s expense, the non-defending Party shall provide reasonable assistance to the defending Party for such defense and shall join such suit if deemed a necessary party. If the non-defending Party does not join such suit, the defending Party shall keep the non-defending Party reasonably informed of the Patent Rights Controlled by FMIstatus of such suit. The non-defending Party shall be entitled to attend any substantive meetings, hearings, or have any impact on activities outside other proceedings related to such suit. The defending Party shall provide the Fieldnon-defending Party with copies of all pleadings and other documents to be filed with the court reasonably in advance and shall consider in good faith reasonable and timely input from the non-defending Party during the course of the suit.

Defense. If an action for infringement is commenced against either Party, its licensees or its sublicensees related to such Party’s conduct of a Work Stream within the scope of an R&D Plan then such Each Party shall defend such action at its own expense, and notify the other in writing of any allegations it receives from a Third Party shall assist and cooperate with such Partythat the Manufacture, at its own expenseproduction, to the extent necessary use, Development, Commercialization, sale, and/or distribution of any Products in the defense of such suit. The defending Party shall have the right to settle the suit or consent to an adverse judgment thereto, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect the rights of the other Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment of any award for damagesTerritory, or any amount due pursuant to any settlement entered into by it with technology or Intellectual Property licensed under this Agreement, infringes the Intellectual Property of such Third Party. If Such notice shall be provided promptly, but in no event after more than [***] Business Days, following receipt of such allegations. In the manufactureevent that a Party receives notice that it or any of its Affiliates or Sublicensees have been individually named as a defendant in a legal proceeding by a Third Party alleging infringement of a Third Party’s Patents or other Intellectual Property as a result of the Manufacture, production, use, importationDevelopment, offer for sale Commercialization, sale, and/or distribution of Products in the Territory, or sale of any Products and Services results in any claimtechnology or Intellectual Property licensed under this Agreement, suit or proceeding alleging patent infringement or trade secret misappropriation against FMI or a member of the Roche Group, then such Party shall promptly notify the other Party heretoin writing, but in no event more than [***] Business Days after the receipt of such notice. The Such written notice shall include a copy of any summons or complaint (or the equivalent thereof) received regarding the foregoing. Each Party shall, if possible, assert and not waive the joint defense privilege with respect to all communications between the Parties reasonably the subject thereof with respect to such legal proceeding. In such event, the Parties shall cooperate with each other in connection with any such claim, suit use reasonable efforts to agree how best to mitigate or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche shall have the exclusive right and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for control the defense of any such actionlegal proceeding; provided, any and all costs incurred in connection with such action (includinghowever, without limitationthat, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding as between the aboveParties, Roche Evommune shall not enter into any settlement have the right to assume the primary responsibility for the conduct of the defense of any such claim at its expense. Maruho shall have the right, but not the obligation, to participate and be separately represented in any such suit at its sole option and at its own expense. Maruho shall reasonably cooperate with and assist Evommune. If Maruho or any of its Affiliates or Sublicensees have been individually named as a defendant in a legal proceeding relating to the alleged infringement of a Third Party’s Patents or other Intellectual Property as a result of the Manufacture, production, use, Development, Commercialization, sale, and/or distribution of Products in the Territory, Evommune shall be allowed to join in such action, at its own expense, and agrees to be joined (at Maruho’s expense) if ▇▇▇▇▇▇ reasonably believes that it is necessary to pursue a counterclaim or similar action. The Parties shall keep each other informed of the status of and of their respective activities regarding any infringement litigation initiated by a Third Party concerning the Manufacture, production, use, Development, Commercialization, sale, and/or distribution of Products in the Field in the Territory or settlement thereof; provided, however, that neither Party shall settle or enter into any consent judgment or other voluntary final disposition of a suit under this Section 8.7 without the prior written consent of FMI if such settlement would require FMI to be subject to an injunction or to make any monetary payment to Roche or any Third the other Party, or admit any wrongful conduct by FMI or its Affiliateswhich consent shall not be unreasonably withheld, conditioned, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patent Rights Controlled by FMIdelayed, or have any impact on activities outside the Fieldin a manner that will materially adversely affect either Party’s rights under this Agreement.

Defense. If an action for (a) Each Party shall notify the other in writing of any allegations it receives from a Third Party that the Manufacture, production, use, Development, Commercialization or distribution of any Product or any technology or intellectual property licensed by a Party under this Agreement infringes the intellectual property rights of such Third Party. Such notice shall be provided promptly, but in no event after more than ten (10) Business Days, following receipt of such allegations. (b) In the event that a Party receives notice that it or any of its Affiliates have been individually named as a defendant in a legal proceeding by a Third Party alleging infringement is commenced against either Party, its licensees or its sublicensees related to such of a Third Party’s conduct Patents or other intellectual property right as a result of the Manufacture, production, use, Development, Commercialization or distribution of Products or any technology or intellectual property licensed by a Work Stream within the scope of an R&D Plan then Party under this Agreement, such Party shall defend immediately notify the other Party in writing and in no event notify such action other Party later than ten (10) Business Days after the receipt of such notice. Such written notice shall include a copy of any summons or complaint (or the equivalent thereof) received regarding the foregoing. Each Party shall assert and not waive the joint defense privilege with respect to all communications between the Parties. In such event, the Parties shall agree how best to mitigate or control the defense of any such legal proceeding; and determine which Party it best suited to assume the primary responsibility for the conduct of the defense of any such claim at their expense. The other Party shall have the right, but not the obligation, to participate and be separately represented in any such suit at its sole option and at its own expense. Each Party shall reasonably cooperate with the Party conducting the defense of the claim. If a Party or any of its Affiliates have been individually named as a defendant in a legal proceeding relating to the alleged infringement of a Third Party’s Patents or other intellectual property right as a result of the Manufacture, production, use, Development, Commercialization or distribution of Products, then that Party shall conduct the defense and the other Party shall assist and cooperate with be allowed to join in such Partyaction, at its own expense, to the extent necessary in the defense of such suit. The defending Party shall have the right to settle the suit or consent to an adverse judgment thereto, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect the rights of the other Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment of any award for damages, or any amount due pursuant to any settlement entered into by it with such Third Party. If the manufacture, use, importation, offer for sale or sale of any Products and Services results in any claim, suit or proceeding alleging patent infringement or trade secret misappropriation against FMI or a member of the Roche Group, then such Party shall promptly notify the other Party hereto. The Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche shall have the exclusive right and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for the defense of any such action, any and all costs incurred in connection with such action (including, without limitation, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding the above, Roche shall not enter into any settlement of any such claim without the prior written consent of FMI if such settlement would require FMI to be subject to an injunction or to make any monetary payment to Roche or any Third Party, or admit any wrongful conduct by FMI or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patent Rights Controlled by FMI, or have any impact on activities outside the Field.

Defense. If an action for (a) Each Party shall notify the other in writing of any allegations it receives from a Third Party that the manufacture, production, use, development, sale or distribution of any Licensed Product or any technology or intellectual property licensed by a Party under this Agreement infringes the intellectual property rights of such Third Party. Such notice shall be provided promptly, but in no event after more than fifteen (15) business days, following receipt of such allegations. (b) In the event that a Party receives notice that it or any of its Affiliates have been individually named as a defendant in a legal proceeding by a Third Party alleging infringement is commenced against either Party, its licensees or its sublicensees related to such of a Third Party’s conduct Patents or other intellectual property right as a result of the manufacture, production, use, development, sale or distribution of Licensed Products or any technology or intellectual property licensed by a Work Stream within the scope of an R&D Plan then Party under this Agreement, such Party shall defend immediately notify the other Party in writing and in no event notify such action other Party later than ten (10) business days after the receipt of such notice. Such written notice shall include a copy of any summons or complaint (or the equivalent thereof) received regarding the foregoing. Each Party shall assert and not waive the joint defense privilege with respect to all communications between the Parties reasonably the subject thereof. In such event, the Parties shall agree how best to mitigate or control the defense of any such legal proceeding; provided however, the Commercializing Party shall assume the primary responsibility for the conduct of the defense of any such claim at the Commercializing Party’s expense. The other Party shall have the right, but not the obligation, to participate and be separately represented in any such suit at its sole option and at its own expense. The other Party shall reasonably cooperate with the Commercializing Party conducting the defense of the claim. If a Party or any of its Affiliates have been individually named as a defendant in a legal proceeding relating to the alleged infringement of a Third Party’s Patents or other intellectual property right as a result of the manufacture, and production, use, development, sale or distribution of Licensed Products, the other Party shall assist and cooperate with be allowed to join in such Partyaction, at its own expense, to the extent necessary in the defense of such suit. The defending Party shall have the right to settle the suit or consent to an adverse judgment thereto, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect the rights of the other Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment of any award for damages, or any amount due pursuant to any settlement entered into by it with such Third Party. If the manufacture, use, importation, offer for sale or sale of any Products and Services results in any claim, suit or proceeding alleging patent infringement or trade secret misappropriation against FMI or a member of the Roche Group, then such Party shall promptly notify the other Party hereto. The Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche shall have the exclusive right and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for the defense of any such action, any and all costs incurred in connection with such action (including, without limitation, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding the above, Roche shall not enter into any settlement of any such claim without the prior written consent of FMI if such settlement would require FMI to be subject to an injunction or to make any monetary payment to Roche or any Third Party, or admit any wrongful conduct by FMI or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patent Rights Controlled by FMI, or have any impact on activities outside the Field.

Defense. If In the event any person or entity not a party to this Agreement shall make a demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in liability to an action Indemnified Party in respect of matters embraced by the indemnity under this Agreement, then the party receiving notice of such event shall promptly notify the other party or parties of the demand, claim or lawsuit. Within ten (10) days after notice by the Indemnified Party (the "Notice") to an Indemnifying Party of such demand, claim or lawsuit, except as provided in the next sentence, the Indemnifying Party shall have the option, at its sole cost and expense, to retain counsel for infringement is commenced against either the Indemnified Party, its licensees to defend any such demand, claim or its sublicensees related to lawsuit, provided that counsel who will conduct the defense of such Party’s conduct of a Work Stream within demand, claim or lawsuit will be approved by the scope of an R&D Plan then such Indemnified Party whose approval will not unreasonably be withheld. The Indemnified Party shall defend such action at its own expense, and have the other Party shall assist and cooperate with such Partyright, at its own expense, to the extent necessary participate in the defense of any suit, action or proceeding brought against it with respect to which indemnification may be sought hereunder; provided, however, if (a) the named parties to any such suit. The defending proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (b) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party, or (c) the Indemnifying Party has not in fact employed counsel to assume the defense of such action within a reasonable time; then, the Indemnified Party shall have the right to settle retain its own counsel at the suit or consent to an adverse judgment theretosole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party on a current basis. No Indemnifying Party, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect the rights of the other Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment of any award for damages, or any amount due pursuant to any settlement entered into by it with such Third Party. If the manufacture, use, importation, offer for sale or sale of any Products and Services results in any claim, suit or proceeding alleging patent infringement or trade secret misappropriation against FMI or a member of the Roche Group, then such Party shall promptly notify the other Party hereto. The Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche shall have the exclusive right and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for the defense of any such actiondemand, claim or lawsuit, will consent to entry of any and all costs incurred in connection with such action (including, without limitation, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding the above, Roche shall not judgment or enter into any settlement without the consent of the Indemnified Party. If any Indemnified Party will have been advised by counsel chosen by it that there may be one or more legal defenses available to such Indemnified Party which are different from or additional to those available to and which have not been asserted by the Indemnifying Party, the Indemnifying Party will not have at the election of the Indemnified Party, the right to continue the defense of such demand, claim or lawsuit on behalf of such Indemnified Party and will reimburse such Indemnified Party and any person controlling such Indemnified Party on a current basis for the reasonable fees and expenses of any counsel retained by the Indemnified Party to undertake the defense. In the event that the Indemnifying Party shall fail to respond within ten (10) days after receipt of the Notice, the Indemnified Party may retain counsel and conduct the defense of such demand, claim without or lawsuit, as it may in its sole discretion deem proper, at the prior written consent sole cost and expense of FMI if such settlement would require FMI to be subject to an injunction or to make any monetary payment to Roche or any Third the Indemnifying Party, or admit any wrongful conduct which costs and expenses shall be paid by FMI or its Affiliatesthe Indemnifying Party on a current basis. Except as explicitly provided in this Section 9.3(b), or would failure to provide Notice shall not limit or restrict the claims rights of or admit any invalidity and/or unenforceability of any of the Patent Rights Controlled by FMI, or have any impact on activities outside the Fieldsuch party to indemnification.

Defense. If an action for (a) Each Party shall notify the other in writing of any allegations it receives from a Third Party that the manufacture, production, use, development, sale or distribution of any Licensed Product or any technology or intellectual property licensed under this Agreement infringes the intellectual property rights of such Third Party. Such notice shall be provided promptly, but in no event after more than fifteen (15) business days, following receipt of such allegations. (b) In the event that a Party receives notice that it or any of its Affiliates have been individually named as a defendant in a legal proceeding by a Third Party alleging infringement is commenced against either Party, its licensees or its sublicensees related to such of a Third Party’s conduct Patents or other intellectual property right as a result of a Work Stream within the scope manufacture, production, use, development, sale or distribution of an R&D Plan then Licensed Products or any technology or intellectual property licensed under this Agreement, such Party shall defend immediately notify the other Party in writing and in no event notify such action other Party later than ten (10) business days after the receipt of such notice. Such written notice shall include a copy of any summons or complaint (or the equivalent thereof) received regarding the foregoing. Each Party shall assert and not waive the joint (c) defense privilege with respect to all communications between the Parties reasonably the subject thereof. In such event, the Parties shall agree how best to mitigate or control the defense of any such legal proceeding; provided however, Transition or any of its Affiliates or Sublicensees shall assume the primary responsibility for the conduct of the defense of any such claim at its expense. Lilly shall have the right, but not the obligation, to participate and be separately represented in any such suit at its sole option and at its own expense. Lilly shall reasonably cooperate with Transition or any of its Affiliates or Sublicensees. If a Party or any of its Affiliates have been individually named as a defendant in a legal proceeding relating to the alleged infringement of a Third Party’s Patents or other intellectual property right as a result of the manufacture, and production, use, development, sale or distribution of Licensed Products, the other Party shall assist and cooperate with be allowed to join in such Partyaction, at its own expense. (d) The Parties shall keep each other informed of the status of and of their respective activities regarding any infringement litigation initiated by a Third Party concerning the manufacture, to the extent necessary in the defense production, use, development, sale or distribution of such suit. The defending Party shall have the right to settle the suit Licensed Products or settlement thereof; provided, however, that no settlement or consent to an adverse judgment thereto, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect other voluntary final disposition of a suit under this Article 9.8 may be undertaken by a Party without the rights consent of the other Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment of any award for damages, or any amount due pursuant to any settlement entered into by it with such Third Party. If the manufacture, use, importation, offer for sale or sale of any Products and Services results in any claim, suit or proceeding alleging patent infringement or trade secret misappropriation against FMI or a member of the Roche Group, then such Party shall promptly notify the other Party hereto. The Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche shall have the exclusive right and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for the defense of any such action, any and all costs incurred in connection with such action (including, without limitation, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding the above, Roche which consent shall not enter into any settlement of any such claim without the prior written consent of FMI if such settlement would require FMI to be subject to an injunction unreasonably withheld or to make any monetary payment to Roche or any Third Party, or admit any wrongful conduct by FMI or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patent Rights Controlled by FMI, or have any impact on activities outside the Fielddelayed.

Defense. (i) As between the Parties, Acuitas will have the first right, but not the obligation, at its sole cost, to defend against a declaratory judgment action or other action to the extent challenging the validity or enforceability of any Acuitas Patent. GreenLight will have the right but not the obligation, at its sole cost, to defend against any other declaratory judgment action or other action challenging any Acuitas Patent that, on the date of first notice of such action, are not necessary or useful for the research, development, manufacturing and commercialization of any lipid nanoparticle comprising product that is licensed or optioned by Acuitas to a Third-Party or is under Late Stage Development by Acuitas. If Acuitas does not take steps to defend within a commercially reasonable time, or elects not to continue any such defense (in which case it will promptly provide notice thereof to GreenLight), then GreenLight shall have the right, but not the obligation, to defend any Acuitas Patents that cover a Licensed Product and no other product licensed or optioned by Acuitas to a Third-Party or commercialized by Acuitas provided that GreenLight shall bear all the expenses of such suit. (ii) In the event that any action, suit or proceeding is brought against either Party or an action for infringement is commenced against Affiliate of either Party, its licensees or a Sublicensee of GreenLight or its sublicensees related to such Party’s conduct Affiliates, alleging the infringement of the Patents or Know-How of a Work Stream within Third-Party by the scope of an R&D Plan then such Party shall defend such action at its own expenseresearch, and the other Party shall assist and cooperate with such Partydevelopment, at its own expense, to the extent necessary in the defense of such suit. The defending Party shall have the right to settle the suit or consent to an adverse judgment thereto, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect the rights of the other Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment of any award for damages, or any amount due pursuant to any settlement entered into by it with such Third Party. If the manufacture, use, importationsale, offer for sale import, export, commercialization or sale exploitation of any Products and Services results in any claima Licensed Product, suit or proceeding alleging patent infringement or trade secret misappropriation against FMI or a member of the Roche Group, then such Party shall promptly notify the other Party hereto. The Parties shall cooperate with each other within five (5) business days of the earlier of (x) receipt of service of process in connection with any such claimaction, suit or proceeding, or (y) the date such Party becomes aware that such action, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claimhas been instituted. (iii) (For clarity, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche GreenLight shall have the exclusive sole right and responsibility to resolve defend any such claimPatents owned or controlled by GreenLight, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims other than (for avoidance of doubt) the LNP Technology Patents or otherwise, and shall be solely responsible for the defense of any such action, any and all costs incurred in connection with such action (including, without limitation, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding the above, Roche shall not enter into any settlement of any such claim without the prior written consent of FMI if such settlement would require FMI to be subject to an injunction or to make any monetary payment to Roche or any Third Party, or admit any wrongful conduct by FMI or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patent Rights Controlled by FMI, or have any impact on activities outside the FieldJoint Patents.

Defense. If an action for infringement is commenced against either (a) Each Party will notify the other in writing of any allegations it receives from a Third Party that the Exploitation of any Licensed Product or any embodiment of any technology or intellectual property licensed by a Party under this Agreement infringes the intellectual property rights of such Third Party. Such notice will be provided promptly, its licensees but in no event after more than 15 days following receipt of such allegations. Such written notice will include a copy of any summons or its sublicensees related complaint (or the equivalent thereof) received regarding the foregoing. Each Party will assert and not waive the joint defense privilege with respect to all communications between the Parties. (b) In such event, the Parties will agree how best to mitigate or control the defense of any such legal proceeding, agree whether to enter into a joint defense agreement to, among other reasons, preserve the confidentiality of communications or cooperation between the Parties in relation to such Party’s defense, and determine which Party is best suited to assume the primary responsibility for the conduct of a Work Stream within the scope defense of an R&D Plan then any such claim at their expense. The other Party shall defend will have the right, but not the obligation, to participate and be separately represented in any such action suit at its sole option and at its own expense. Each Party will reasonably cooperate with the Party conducting the defense of the claim. If a Party or any of its Affiliates have been individually named as a defendant in a legal proceeding relating to the alleged infringement of a Third Party’s Patents or other intellectual property right as a result of the Exploitation of a Licensed Product, then that Party will conduct the defense and the other Party shall assist and cooperate with will be allowed to join in such Partyaction, at its own expense. (c) The Parties will keep each other informed of the status of and of their respective activities regarding any infringement litigation initiated by a Third Party concerning a Party’s Exploitation of a Licensed Product or settlement thereof; provided, to the extent necessary in the defense of such suit. The defending Party shall have the right to settle the suit however, that no settlement or consent to an adverse judgment thereto, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect other voluntary final disposition of a suit under this Section 13.6 may be undertaken by a Party without the rights consent of the other Party and its Affiliates (including any patent rights Controlled by any of them)which consent will not be unreasonably withheld or delayed. The defending Party shall assume full responsibility for the payment of any award for damages, or any amount due pursuant to any settlement entered into by it with such Third Party. If the manufacture, use, importation, offer for sale or sale of any Products and Services results in any claim, suit or proceeding alleging patent infringement or trade secret misappropriation against FMI or a member of the Roche Group, then such Party shall promptly notify the other Party hereto. The Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche shall have the exclusive right and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for the defense of any such action, any and all costs incurred in connection with such action (including, without limitation, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding the above, Roche shall not enter into any settlement of any such claim without the prior written consent of FMI if such settlement would require FMI to be subject to an injunction or to make any monetary payment to Roche or any Third Party, or admit any wrongful conduct by FMI or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patent Rights Controlled by FMI, or have any impact on activities outside the Field.ARTICLE 14 TERMS AND TERMINATION

Defense. If an action for infringement is commenced against either (a) Each Party shall notify the other in writing of any allegations it receives from a Third Party that the Development or Commercialization of any Licensed Product or any embodiment of any technology or intellectual property licensed by a Party under this Agreement infringes the intellectual property rights of such Third Party. Such notice shall be provided promptly, its licensees but in no event after more than [********] following receipt of such allegations. Such written notice shall include a copy of any summons or its sublicensees related complaint (or the equivalent thereof) received regarding the foregoing. Each Party shall assert and not waive the joint defense privilege with respect to all communications between the Parties. (b) Subject to Section Article 12, the Parties shall agree how best to mitigate or control the defense of any such legal proceeding, agree whether to enter into a joint defense agreement to, among other reasons, preserve the confidentiality of communications or cooperation between the Parties in relation to such Party’s defense, and determine which Party is best suited to assume the primary responsibility for the conduct of a Work Stream within the scope defense of an R&D Plan then any such claim at their expense. The other Party shall defend may participate and be separately represented in any such action suit at its sole option and at its own expense. Each Party shall reasonably cooperate with the Party conducting the defense of the claim. If a Party or any of its Affiliates have been individually named as a defendant in a legal proceeding relating to the alleged infringement of a Third Party’s Patents or other intellectual property right as a result of such Party’s Development or Commercialization of Licensed Products, then that Party shall conduct the defense and the other Party shall assist and cooperate with be allowed to join in such Partyaction, at its own expense. (c) The Parties shall keep each other informed of the status of and of their respective activities regarding any infringement litigation initiated by a Third Party concerning a Party’s Development or Commercialization of Licensed Products or settlement thereof; provided, to the extent necessary in the defense of such suit. The defending Party shall have the right to settle the suit however, that no settlement or consent to an adverse judgment thereto, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect other voluntary final disposition of a suit under this Section 13.4 may be undertaken by a Party without the rights consent of the other Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment of any award for damages, or any amount due pursuant to any settlement entered into by it with such Third Party. If the manufacture, use, importation, offer for sale or sale of any Products and Services results in any claim, suit or proceeding alleging patent infringement or trade secret misappropriation against FMI or a member of the Roche Group, then such Party shall promptly notify the other Party hereto. The Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche shall have the exclusive right and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for the defense of any such action, any and all costs incurred in connection with such action (including, without limitation, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding the above, Roche which consent shall not enter into any settlement of any such claim without the prior written consent of FMI if such settlement would require FMI to be subject to an injunction unreasonably withheld or to make any monetary payment to Roche or any Third Partydelayed. CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, or admit any wrongful conduct by FMI or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patent Rights Controlled by FMI, or have any impact on activities outside the FieldAS AMENDED. [********] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

Defense. If an action for infringement is commenced against either (a) Each Party will notify the other in writing of any allegations it receives from a Third Party that the Exploitation of any Licensed Product or any embodiment of any technology or intellectual property licensed by a Party under this Agreement infringes the intellectual property rights of such Third Party. Such notice will be provided promptly, its licensees but in no event after more than 15 days following receipt of such allegations. Such written notice will include a copy of any summons or its sublicensees related complaint (or the equivalent thereof) received regarding the foregoing. Each Party will assert and not waive the joint defense privilege with respect to all communications between the Parties. (b) In such event, the Parties will agree how best to mitigate or control the defense of any such legal proceeding, agree whether to enter into a joint defense agreement to, among other reasons, preserve the confidentiality of communications or cooperation between the Parties in relation to such Party’s defense, and determine which Party is best suited to assume the primary responsibility for the conduct of a Work Stream within the scope defense of an R&D Plan then any such claim at their expense. The other Party shall defend will have the right, but not the obligation, to participate and be separately represented in any such action suit at its sole option and at its own expense. Each Party will reasonably cooperate with the Party conducting the defense of the claim. If a Party or any of its Affiliates have been individually named as a defendant in a legal proceeding relating to the alleged infringement of a Third Party’s Patents or other intellectual property right as a result of the Exploitation of a Licensed Product, then that Party will conduct the defense and the other Party shall assist and cooperate with will be allowed to join in such Partyaction, at its own expense. (c) The Parties will keep each other informed of the status of and of their respective activities regarding any infringement litigation initiated by a Third Party concerning a Party’s Exploitation of a Licensed Product or settlement thereof; provided, to the extent necessary in the defense of such suit. The defending Party shall have the right to settle the suit however, that no settlement or consent to an adverse judgment thereto, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect other voluntary final disposition of a suit under this Section 13.6 may be undertaken by a Party without the rights consent of the other Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment of any award for damages, which consent will not be unreasonably withheld or any amount due pursuant to any settlement entered into by it with such Third Party. If the manufacture, use, importation, offer for sale or sale of any Products and Services results in any claim, suit or proceeding alleging patent infringement or trade secret misappropriation against FMI or a member of the Roche Group, then such Party shall promptly notify the other Party hereto. The Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche shall have the exclusive right and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for the defense of any such action, any and all costs incurred in connection with such action (including, without limitation, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding the above, Roche shall not enter into any settlement of any such claim without the prior written consent of FMI if such settlement would require FMI to be subject to an injunction or to make any monetary payment to Roche or any Third Party, or admit any wrongful conduct by FMI or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patent Rights Controlled by FMI, or have any impact on activities outside the Fielddelayed.

Defense. If an action for (a) Each Party shall notify the other in writing of any allegations it receives from a Third Party that the manufacture, production, use, development, sale or distribution of any Licensed Product or any technology or intellectual property licensed by a Party under this Agreement infringes the intellectual property rights of such Third Party. Such notice shall be provided promptly, but in no event after more than fifteen (15) business days, following receipt of such allegations. (b) In the event that a Party receives notice that it or any of its Affiliates have been individually named as a defendant in a legal proceeding by a Third Party alleging infringement is commenced against either Party, its licensees or its sublicensees related to such of a Third Party’s conduct Patents or other intellectual property right as a result of the manufacture, production, use, development, sale or distribution of Licensed Products or any technology or intellectual property licensed by a Work Stream within the scope of an R&D Plan then Party under this Agreement, such Party shall defend immediately notify the other Party in writing and in no event notify such action other Party later than ten (10) business days after the receipt of such notice. Such written notice shall include a copy of any summons or complaint (or the equivalent thereof) received regarding the foregoing. Each Party shall assert and not waive the joint defense privilege with respect to all communications between the Parties reasonably the subject thereof. In such event, the Parties shall agree how best to mitigate or control the defense of any such legal proceeding; provided however, Lilly shall assume the primary responsibility for the conduct of the defense of any such claim at Lilly’s expense. Transition shall have the right, but not the obligation, to participate and be separately represented in any such suit at its sole option and at its own expense, and the other . Each Party shall assist and reasonably cooperate with the Party conducting the defense of the claim. If Transition or any of its Affiliates have been individually named as a defendant in a legal proceeding relating to the alleged infringement of a Third Party’s Patents or other intellectual property right as a result of the manufacture, production, use, development, sale or distribution of Licensed Products, Lilly shall be allowed to join in such Partyaction, at its own expense, to the extent necessary in the defense of such suit. The defending Party shall have the right to settle the suit or consent to an adverse judgment thereto, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect the rights of the other Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment of any award for damages, or any amount due pursuant to any settlement entered into by it with such Third Party. If the manufacture, use, importation, offer for sale or sale of any Products and Services results in any claim, suit or proceeding alleging patent infringement or trade secret misappropriation against FMI or a member of the Roche Group, then such Party shall promptly notify the other Party hereto. The Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche shall have the exclusive right and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for the defense of any such action, any and all costs incurred in connection with such action (including, without limitation, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding the above, Roche shall not enter into any settlement of any such claim without the prior written consent of FMI if such settlement would require FMI to be subject to an injunction or to make any monetary payment to Roche or any Third Party, or admit any wrongful conduct by FMI or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patent Rights Controlled by FMI, or have any impact on activities outside the Field.

Defense. If an action for infringement is commenced against either Party, its licensees or its sublicensees related to such Party’s conduct of a Work Stream within the scope of an R&D Plan then such (a) Each Party shall defend such action at its own expense, and notify the other in writing of any allegations it receives from a Third Party shall assist and cooperate with such Partythat the Development, at its own expenseManufacture, to use, Commercialization or other exploitation of any Licensed Compound or Product or any embodiment of any technology or intellectual property licensed by a Party under this Agreement infringes the extent necessary in the defense of such suit. The defending Party shall have the right to settle the suit or consent to an adverse judgment thereto, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect the intellectual property rights of the other Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment of any award for damages, or any amount due pursuant to any settlement entered into by it with such Third Party. If the manufactureSuch notice shall be provided promptly, use, importation, offer for sale or sale but in no event after more than […***…] days following receipt of such allegations. Such written notice shall include a copy of any Products and Services results in any claim, suit summons or proceeding alleging patent infringement complaint (or trade secret misappropriation against FMI or a member of the Roche Group, then such equivalent thereof) received regarding the foregoing. Each Party shall promptly notify assert and not waive the other Party hereto. The Parties shall cooperate joint defense privilege with each other in connection with any such claimrespect to all communications between the Parties. (b) As between the Parties, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche Zai shall have the exclusive right first right, but not the obligation to control and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for the defense of any such actionsuit against Zai, any at Zai’s sole cost and all costs incurred in connection with such action (includingexpense; provided, without limitationhowever, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding the above, Roche Zai shall not enter into any compromise or settlement relating to such suit that (i) admits the invalidity or unenforceability of any such claim Licensed Patents or Joint Patents; or (ii) requires abandonment of any Licensed Patents or Joint Patents; or (iii) contemplates payment or other action by TPTX or has a material adverse effect on TPTX’s business, in all cases ((i) through (iii)), without obtaining the prior written consent of FMI if TPTX. (c) If Zai decides not to bring such settlement would require FMI to be legal action subject to an injunction its first right, it shall so inform TPTX promptly and TPTX shall have the right to bring and control any such legal action in connection with such infringement in the Territory at its own expense as it reasonably determines appropriate; provided, however, TPTX shall not enter into any compromise or settlement relating to make any monetary payment to Roche such suit that (i) admits the invalidity or any Third Party, or admit any wrongful conduct by FMI or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any Licensed Patents or Joint Patents; or (ii) requires abandonment of any Licensed Patents or Joint Patents; or (iii) contemplates payment or other action by Zai or has a material adverse effect on Zai’s business, in all cases ((i) through (iii)), without obtaining the prior written consent of Zai. (d) Upon the defending Party’s request and at the defending Party’s expense, the non-defending Party shall provide reasonable assistance to the defending Party for such defense and shall join such suit if deemed a necessary party. If the non-defending Party does not join such suit, the defending Party shall keep the non-defending Party reasonably informed of the Patent Rights Controlled by FMIstatus of such suit. The non-defending Party shall be entitled to attend any substantive meetings, hearings, or have any impact on activities outside other proceedings related to such suit. The defending Party shall provide the Field.non-defending Party with copies of all pleadings and other documents to be filed with the court reasonably in advance and shall consider in good faith reasonable and timely input from the non-defending Party during the course of the suit. [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED

Defense. If an action for infringement is commenced against either Party, its licensees or its sublicensees related to such Party’s conduct of a Work Stream within the scope of an R&D Plan then such (a) Each Party shall defend such action at its own expense, and notify the other in writing of any allegations it receives from a Third Party shall assist and cooperate with such Partythat the Development, at its own expenseManufacture, to use, Commercialization or other exploitation of any Licensed Compound or Product or any embodiment of any technology or intellectual property licensed by a Party under this Agreement infringes the extent necessary in the defense of such suit. The defending Party shall have the right to settle the suit or consent to an adverse judgment thereto, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect the intellectual property rights of the other Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment of any award for damages, or any amount due pursuant to any settlement entered into by it with such Third Party. If the manufactureSuch notice shall be provided promptly, use, importation, offer for sale or sale but in no event after more than […***…] days following receipt of such allegations. Such written notice shall include a copy of any Products and Services results in any claim, suit summons or proceeding alleging patent infringement complaint (or trade secret misappropriation against FMI or a member of the Roche Group, then such equivalent thereof) received regarding the foregoing. Each Party shall promptly notify assert and not waive the other Party hereto. The Parties shall cooperate joint defense privilege with each other in connection with any such claimrespect to all communications between the Parties. (b) As between the Parties, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche Zai shall have the exclusive right first right, but not the obligation to control and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for the defense of any such actionsuit against Zai, any at Zai’s sole cost and all costs incurred in connection with such action (includingexpense; provided, without limitationhowever, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding the above, Roche Zai shall not enter into any compromise or settlement relating to such suit that (i) admits the invalidity or unenforceability of any such claim Licensed Patents or Joint Patents; or (ii) requires abandonment of any Licensed Patents or Joint Patents; or (iii) contemplates payment or other action by TPTX or has a material adverse effect on TPTX’s business, in all cases ((i) through (iii)), without obtaining the prior written consent of FMI if TPTX. (c) If Zai decides not to bring such settlement would require FMI to be legal action subject to an injunction its first right, it shall so inform TPTX promptly and TPTX shall have the right to bring and control any such legal action in connection with such infringement in the Territory at its own expense as it reasonably determines appropriate; provided, however, TPTX shall not enter into any compromise or settlement relating to make any monetary payment to Roche such suit that (i) admits the invalidity or any Third Party, or admit any wrongful conduct by FMI or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any Licensed Patents or Joint Patents; or (ii) requires abandonment of any Licensed Patents or Joint Patents; or (iii) contemplates payment or other action by Zai or has a material adverse effect on Zai’s business, in all cases ((i) through (iii)), without obtaining the prior written consent of Zai. (d) Upon the defending Party’s request and at the defending Party’s expense, the non-defending Party shall provide reasonable assistance to the defending Party for such defense and shall join such suit if deemed a necessary party. If the non-defending Party does not join such suit, the defending Party shall keep the non-defending Party reasonably informed of the Patent Rights Controlled by FMIstatus of such suit. The non-defending Party shall be entitled to attend any substantive meetings, hearings, or have any impact on activities outside other proceedings related to such suit. The defending Party shall provide the Field.non-defending Party with copies of all pleadings and other documents to be filed with the court reasonably in advance and shall consider in good faith reasonable and timely input from the non-defending Party during the course of the suit. 231245765 v3

Defense. If an action for infringement is commenced against either (a) Each Party shall notify the other in writing of any allegations it receives from a Third Party that the Development, Commercialization, manufacture or use of the Product or any technology or intellectual property licensed by a Party under this Agreement infringes, misappropriates or otherwise violates the intellectual property rights of such Third Party. Such notice shall be provided promptly, but in no event after more than thirty (30) business days, following receipt of such allegations. (b) In the event that a Party receives notice that it or any of its licensees Affiliates have been individually named as a defendant in a legal proceeding by a Third Party alleging infringement, misappropriation or its sublicensees related to such Party’s conduct violation of a Work Stream within Third Party's Patents or other intellectual property right as a result of the scope Development, Commercialization, manufacture or use of an R&D Plan then the Product or any technology or intellectual property licensed by a Party under this Agreement, such Party shall defend immediately notify the other Party in writing and in no event notify such action other Party later than thirty (30) business days after the receipt of such notice. The Parties agree that Licensee shall assume the primary responsibility for the conduct of the defense of any such claim that is specific to the Field, at Licensee's expense, and Cipher shall assume the primary responsibility for the conduct of the defense of any other such claim, at Cipher's expense. The Party that does not assume primary responsibility for the conduct of the defense shall have the right, but not the obligation, to participate and be separately represented in any such suit at its sole option and at its own expense. Each Party shall reasonably cooperate with the Party conducting the defense of the claim. If a Party or any of its Affiliates have been individually named as a defendant in a legal proceeding relating to the alleged infringement, and misappropriation or violation of a Third Party's Patents or other intellectual property right as a result of the manufacture, production, use, development, sale or distribution of Products, the other Party shall assist and cooperate with be allowed to join in such Partyaction, at its own expense, to the extent necessary in the defense of such suit. The defending Party shall have the right to settle the suit or consent to an adverse judgment thereto, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect the rights of the other Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment of any award for damages, or any amount due pursuant to any settlement entered into by it with such Third Party. If the manufacture, use, importation, offer for sale or sale of any Products and Services results in any claim, suit or proceeding alleging patent infringement or trade secret misappropriation against FMI or a member of the Roche Group, then such Party shall promptly notify the other Party hereto. The Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche shall have the exclusive right and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for the defense of any such action, any and all costs incurred in connection with such action (including, without limitation, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding the above, Roche shall not enter into any settlement of any such claim without the prior written consent of FMI if such settlement would require FMI to be subject to an injunction or to make any monetary payment to Roche or any Third Party, or admit any wrongful conduct by FMI or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patent Rights Controlled by FMI, or have any impact on activities outside the Field.

Defense. If an action for infringement is commenced against either Party, its licensees or its sublicensees related to such Party’s conduct of a Work Stream within the scope of an R&D Plan then such (a) Each Party shall defend such action at its own expense, and notify the other in writing of any allegations it receives from a Third Party shall assist and cooperate with such Partythat the Development, at its own expenseManufacture, to use, Commercialization or other exploitation of any Licensed Compound or Product or any embodiment of any technology or intellectual property licensed by a Party under this Agreement infringes the extent necessary in the defense of such suit. The defending Party shall have the right to settle the suit or consent to an adverse judgment thereto, in its sole discretion, so long as such settlement or adverse judgment does not adversely affect the intellectual property rights of the other Party and its Affiliates (including any patent rights Controlled by any of them). The defending Party shall assume full responsibility for the payment of any award for damages, or any amount due pursuant to any settlement entered into by it with such Third Party. If the manufactureSuch notice shall be provided promptly, use, importation, offer for sale or sale but in no event after more than [***] days following receipt of such allegations. Such written notice shall include a copy of any Products and Services results in any claim, suit summons or proceeding alleging patent infringement complaint (or trade secret misappropriation against FMI or a member of the Roche Group, then such equivalent thereof) received regarding the foregoing. Each Party shall promptly notify assert and not waive the other Party hereto. The Parties shall cooperate joint defense privilege with each other in connection with any such claimrespect to all communications between the Parties. (b) As between the Parties, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale or sale of products arising out of this Agreement by a member of the Roche Group, or that its trade secrets were misappropriated in connection with such activity, then Roche Zai shall have the exclusive right first right, but not the obligation to control and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for the defense of any such actionsuit against Zai, any at Zai’s sole cost and all costs incurred in connection with such action (includingexpense; provided, without limitationhowever, attorneys’ and expert fees) and all liabilities incurred in connection therewith. Notwithstanding the above, Roche Zai shall not enter into any compromise or settlement relating to such suit that (i) admits the invalidity or unenforceability of any such claim Licensed Patents or Joint Patents; or (ii) requires abandonment of any Licensed Patents or Joint Patents; or (iii) contemplates payment or other action by TPTX or has a material adverse effect on TPTX’s business, in all cases ((i) through (iii)), without obtaining the prior written consent of FMI if TPTX. (c) If Zai decides not to bring such settlement would require FMI to be legal action subject to an injunction its first right, it shall so inform TPTX promptly and TPTX shall have the right to bring and control any such legal action in connection with such infringement in the Territory at its own expense as it reasonably determines appropriate; provided, however, TPTX shall not enter into any compromise or settlement relating to make any monetary payment to Roche such suit that (i) admits the invalidity or any Third Party, or admit any wrongful conduct by FMI or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any Licensed Patents or Joint Patents; or (ii) requires abandonment of any Licensed Patents or Joint Patents; or (iii) contemplates payment or other action by Zai or has a material adverse effect on Zai’s business, in all cases ((i) through (iii)), without obtaining the prior written consent of Zai. (d) Upon the defending Party’s request and at the defending Party’s expense, the non-defending Party shall provide reasonable assistance to the defending Party for such defense and shall join such suit if deemed a necessary party. If the non-defending Party does not join such suit, the defending Party shall keep the non-defending Party reasonably informed of the Patent Rights Controlled by FMIstatus of such suit. The non-defending Party shall be entitled to attend any substantive meetings, hearings, or have any impact on activities outside other proceedings related to such suit. The defending Party shall provide the Fieldnon-defending Party with copies of all pleadings and other documents to be filed with the court reasonably in advance and shall consider in good faith reasonable and timely input from the non-defending Party during the course of the suit.