Common use of Defense Clause in Contracts

Defense. The Parties shall consult, pursuant to a common joint defense agreement, as to potential strategies to defend against any Third Party Infringement Claim, consistent with the overall goals of this Agreement, including by being joined as a party. The Parties shall cooperate with each other in all reasonable respects in the defense of any Third Party Infringement Claim or raising of any counterclaim related thereto. If the Parties fail to agree on such strategies, and subject to the respective indemnity obligations of the Parties set forth in Article 12, Genentech or its designee shall be solely responsible for defending such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee does not, within [**] of receipt of a notice under Section 8.6.1, take steps to defend the Third Party Infringement Claim, then to the extent that such Third Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreement, Arvinas shall have the right, but not the obligation, to defend against such Third Party Infringement Claim; provided that if Genentech or its designee is pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at the end of such [**] period, then Arvinas shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee ceases to pursue such discussions in ▇▇▇▇▇▇▇. At the controlling Party’s request and expense, the non-controlling Party(ies) shall cooperate with the controlling Party in connection with any such defense, provided that the non-controlling Party(ies) shall be indemnified by the controlling Party as to any costs or expenses, and shall have the right to be represented by its own counsel but at its own expense. Any counterclaim or other similar action by a Party, to the extent such action involves any enforcement of rights under Joint New Intellectual Property, Deliverables New Intellectual Property or other Arvinas Intellectual Property, will be treated as an Enforcement Action subject to Section 8.4 above.

Defense. The Parties (a) Each Party shall consultpromptly notify the other Party of any actual or potential claim alleging that the Research, pursuant to a common joint defense agreementDevelopment, as to potential strategies to defend against Manufacture, or Commercialization of any Third Party Infringement ClaimLicensed Product infringes, consistent with the overall goals of this Agreementmisappropriates, including by being joined as a party. The Parties shall cooperate with each or otherwise violates any Patent Rights, Know-How, or other in all reasonable respects in the defense intellectual property rights of any Third Party Infringement Claim or raising of (“Third Party Infringement”). In any counterclaim related thereto. If such instance, the Parties fail shall as soon as practicable thereafter discuss in good faith the best response to agree on such strategiesnotice of Third Party Infringement, and and, subject to the respective indemnity obligations of the Parties set forth in Article 12Section 3.6, Genentech or its designee shall be solely responsible for defending such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee does not, within [**] of receipt of a notice under Section 8.6.1, take steps to defend the Third Party Infringement Claim, then to the extent that such Third Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreement, Arvinas Gilead shall have the right, first right (but not the obligation, ) to defend against any such claim of Third Party Infringement Claim; provided that if Genentech or its designee is pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions Infringement, at the end of such [**] periodGilead’s sole discretion, then Arvinas shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee ceases to pursue such discussions in ▇▇▇▇▇▇▇. At the controlling Party’s request cost, and expense, the non-controlling Party(ies) shall cooperate with the controlling Party in connection with any such defense, provided that the non-controlling Party(ies) shall be indemnified by the controlling Party as to any costs or expenses, and Hookipa shall have the right to be represented in any such action by counsel of its own choice at Hookipa’s sole cost and expense. (b) If Gilead declines or fails to assert its intention to defend any such claim of Third Party Infringement within [***] days following receipt or, as applicable, sending of a notice pursuant to Section 11.4(a), then Hookipa shall have the right (but not the obligation) to defend such claim of Third Party Infringement at Hookipa’s sole discretion, cost and expense, and Gilead shall have the right to be represented in any such action by counsel but at of its own choice at Gilead’s sole cost and expense. (c) In no event shall either Party settle or otherwise compromise any Third Party Infringement by admitting that any Patent Right included within the Licensed Technology is invalid or unenforceable, unless explicitly approved by the other Party in writing. Any counterclaim In the event that Gilead, subject to Hookipa’s prior approval, enters into any settlement with respect to any actual or potential claim of Third Party Infringement which includes the acceptance of any license to Patent Rights, Know-How, or other similar action intellectual property rights owned or otherwise Controlled by a Partyany Third Party and necessary or useful for the Research, to the extent Development, Manufacture, or Commercialization of any Licensed Product, such action involves any enforcement of rights under Joint New Intellectual Property, Deliverables New Intellectual Property or other Arvinas Intellectual Property, will settlement shall further be treated as an Enforcement Action subject to Section 8.4 above9.5(c). CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Defense. The Parties shall consult, pursuant to a common joint defense agreement, as to potential strategies to defend against any Third Party Infringement Claim, consistent with the overall goals of this Agreement, including by being joined as a party. The Parties shall cooperate with each other in all reasonable respects in the defense of any Third Party Infringement Claim or raising of any counterclaim related thereto. If the Parties fail to agree on such strategies, and subject Subject to the respective indemnity obligations of the Parties limitations set forth in Article 12this Section 8.5 and, Genentech or its designee shall be solely responsible for defending such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee does not, within [**] of receipt of a notice under Section 8.6.1, take steps to defend the Third Party Infringement Claim, then except with respect to the extent matters listed on Schedule 3.11(a), provided always that such Third Party Infringement any Claim Notice is brought against Arvinas and relates provided prior to acts by or on behalf the expiration of Arvinas under a Research Program or an Optimization Program or in breach of this Agreement, Arvinas shall have the right, but not the obligation, to defend against such Third Party Infringement Claim; applicable survival period provided that if Genentech or its designee is pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at the end of such [**] period, then Arvinas shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee ceases to pursue such discussions in ▇▇▇▇▇▇▇. At the controlling Party’s request and expenseherein, the non-controlling Party(ies) shall cooperate with the controlling Indemnifying Party in connection with any such defense, provided that the non-controlling Party(ies) shall be indemnified by the controlling Party as to any costs or expenses, and shall have the right to be represented elect to conduct and control the defense, compromise or settlement of any Third Party Claim, with counsel of its choice reasonably acceptable to the Indemnified Party and at the Indemnifying Party’s sole cost and expense; provided, however, that the Indemnified Party may participate therein through separate counsel chosen by its own counsel but it and at its own sole cost and expense. Any counterclaim Notwithstanding the foregoing, the Indemnified Party shall have the right to conduct and control the defense, compromise or settlement of any Third Party Claim with counsel of its choice and at the Indemnifying Party’s sole cost and expense if: (A) the Indemnifying Party shall not have acknowledged in writing its indemnification obligations hereunder and given notice of its election to conduct and control the defense of the Third Party Claim within fifteen days after the Indemnifying Party’s receipt of a Claim Notice; (B) the Indemnifying Party shall fail to conduct such defense diligently and in good faith; (C) the Indemnified Party shall reasonably determine that use of counsel selected by the Indemnifying Party to represent the Indemnified Party would present such counsel with an actual conflict of interest; (D) the Third Party Claim seeks injunctive, equitable or other similar action by a Party, non-monetary relief against the Indemnified Party or monetary damages in excess of 125% of the Cap; or (E) the Third Party Claim relates to the extent such action involves or arises in connection with any enforcement of rights under Joint New Intellectual Property, Deliverables New Intellectual Property criminal or other Arvinas Intellectual Property, will be treated as an Enforcement Action subject to Section 8.4 aboveregulatory proceeding.

Defense. The Parties shall consult, pursuant In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a common joint defense agreement, as person who is not a party to potential strategies to defend against any Third Party Infringement Claim, consistent with the overall goals of this Agreement, including by being joined as a party. The Parties shall cooperate the Indemnifying Party at its sole cost and expense and with each other in all reasonable respects in counsel reasonably satisfactory to the Indemnified Party may, upon written notice to the Indemnified Party, assume the defense of any Third such claim or legal proceeding if (a) the Indemnifying Party Infringement Claim or raising of any counterclaim related thereto. If the Parties fail to agree on such strategies, and subject acknowledges to the respective indemnity obligations of the Parties set forth Indemnified Party in Article 12, Genentech or its designee shall be solely responsible for defending such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee does notwriting, within [**] of fifteen days after receipt of a notice under Section 8.6.1from the Indemnified Party, take steps its obligations to defend indemnify the Third Indemnified Party Infringement Claimwith respect to all elements of such claim, then (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the extent Indemnified Party that such Third the Indemnifying Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreement, Arvinas shall will have the right, but not the obligation, financial resources to defend against such Third third-party claim and fulfill its indemnification obligations hereunder, (c) the third-party claim involves only money damages and does not seek an injunction or other equitable relief, and (d) settlement or an adverse judgment of the third-party claim is not, in the good faith judgment of the Indemnified Party, likely to establish a pattern or practice adverse to the continuing business interests of the Indemnified Party. The Indemnified Party Infringement Claimshall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided provided, however, that if Genentech there are one or its designee is pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at more legal defenses available to the end Indemnified Party that conflict with those available to the Indemnifying Party, or if the Indemnifying Party fails to take reasonable steps necessary to diligently defend the claim after receiving notice from the Indemnified Party that it believes the Indemnifying Party has failed to do so, the Indemnified Party may assume the defense of such [**] periodclaim; provided, then Arvinas shall further, that the Indemnified Party may not settle such claim without the prior written consent of the Indemnifying Party, which consent may not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee ceases to pursue such discussions in ▇▇▇▇▇▇▇unreasonably withheld. At If the controlling Party’s request and expenseIndemnified Party assumes the defense of the claim, the non-controlling Party(ies) Indemnifying Party shall cooperate with reimburse the controlling Indemnified Party in connection with any such defense, provided that for the non-controlling Party(ies) reasonable fees and expenses of counsels retained by the Indemnified Party and the Indemnifying Party shall be indemnified by entitled to participate in (but not control) the controlling Party as to any costs or expensesdefense of such claim, with its counsel and shall have the right to be represented by its own counsel but at its own expense. Any counterclaim If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third-party claim or other similar action the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a Partypreponderance of the evidence that the Indemnified Party did not defend or settle such third-party claim in a reasonably prudent manner. The parties agree to render, without compensation, to each other such assistance as they may reasonably require of each other in order to insure the extent such action involves proper and adequate defense of any enforcement of rights under Joint New Intellectual Propertyaction, Deliverables New Intellectual Property suit or other Arvinas Intellectual Propertyproceeding, will be treated as an Enforcement Action whether or not subject to Section 8.4 aboveindemnification hereunder.

Defense. The Parties shall consult, pursuant to If a common joint defense agreement, as to potential strategies to defend against any Third Party Infringement ClaimClaim is made against an Indemnified Party, consistent with then the overall goals of this Agreement, including by being joined as a party. The Parties Indemnifying Party shall cooperate with each other in all reasonable respects be entitled to participate in the defense of the Third Party Claim and, if the Indemnifying Party so chooses, to assume the defense of the Third Party Claim. If the Indemnifying Party so elects to assume the defense of a Third Party Claim, then, for so long as the Indemnifying Party defends the Third Party Claim, the Indemnifying Party shall be deemed to have acknowledged its indemnification obligations under this Article 1 with respect to such Third Party Claim, and the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense of the Third Party Claim. If the Indemnifying Party assumes such defense, then the Indemnified Party shall have the right to participate in the defense of the Third Party Claim and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood, however, that the Indemnifying Party shall control such defense, including any settlement or compromise of the Third Party Claim, provided that Parent shall not settle or compromise any Third Party Infringement Claim or raising arising solely as a result of a breach of any counterclaim related theretorepresentation or warranty for an amount in excess of Parent’s aggregate indemnification obligations under this Article 1, as set forth in Section 8.1(b)(iii), without Buyer’s written consent, which consent may not be unreasonably withheld, delayed or conditioned. If the Indemnifying Party chooses to defend any Third Party Claim, then the Parties fail to agree on such strategies, shall cooperate in the defense of the Third Party Claim. Such cooperation shall include the retention and subject (upon the Indemnifying Party’s request) the provision to the respective indemnity obligations Indemnifying Party of records that are reasonably relevant to the Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided. If the Indemnifying Party, within a reasonable time after receipt of an Indemnification Notice relating to a Third Party Claim, chooses not to assume defense of the Parties set forth in Article 12, Genentech or its designee shall be solely responsible for defending such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee does not, within [**] of receipt of a notice under Section 8.6.1, take steps at any time fails to defend the Third Party Infringement ClaimClaim actively and in good faith, then the Indemnified Party shall (upon further notice to the extent that such Third Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreement, Arvinas shall have the right, but not the obligation, to defend against such Third Party Infringement Claim; provided that if Genentech or its designee is pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at the end of such [**] period, then Arvinas shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee ceases to pursue such discussions in ▇▇▇▇▇▇▇. At the controlling Indemnifying Party’s request and expense, the non-controlling Party(ies) shall cooperate with the controlling Party in connection with any such defense, provided that the non-controlling Party(ies) shall be indemnified by the controlling Party as to any costs or expenses, and shall have the right to undertake the defense of the Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be represented by its own counsel but at its own expense. Any counterclaim entitled to defend or other similar action by settle a Third Party Claim, and the Indemnifying Party will pay the reasonable attorneys’ fees and related out-of-pocket expenses of the Indemnified Party in defending or settling a Third Party Claim with respect to which the Indemnifying Party is obligated to provide indemnification hereunder, where the remedy sought is reasonably expected to have a Material Adverse Effect; provided, however, that in any such event the Indemnified Party will not settle the Third Party Claim without the prior written consent of the Indemnifying Party, to the extent such action involves any enforcement of rights under Joint New Intellectual Propertywhich consent may not be unreasonably withheld, Deliverables New Intellectual Property delayed or other Arvinas Intellectual Property, will be treated as an Enforcement Action subject to Section 8.4 aboveconditioned.

Defense. The Parties shall consult, pursuant to a common joint defense agreement, consult as to potential strategies to defend against any Third Party Infringement Claim, consistent with the overall goals of this Agreement, including by being joined as a party. The Parties shall cooperate with each other in all reasonable respects in the defense of any Third Party Infringement Claim or raising of any counterclaim related thereto. If the Parties fail to agree on such strategies, and subject to the respective indemnity obligations of the Parties set forth in Article 12, Genentech or its designee Immunocore shall be solely responsible for defending such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee Immunocore does not, within [***] of receipt of a notice under Section 8.6.18.5.1, take steps to defend the Third Party Infringement Claim, then to the extent that such Third Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this AgreementImmunocore, Arvinas GNE shall have the right, but not the obligation, to take action to enforce or defend against such Third Party Infringement Claim; Claim provided that if Genentech or its designee Immunocore is diligently pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at the end of such [***] period, period then Arvinas GNE shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee Immunocore ceases to pursue such discussions in ▇▇▇▇▇▇▇diligently. At the controlling Party’s request and expense, the non-controlling Party(ies) Party shall cooperate with the controlling Party in connection with any such defensedefense and counterclaim, provided that the non-controlling Party(ies) Party shall be indemnified by _the controlling Party as to any costs or expenses, and shall have .have the right to be represented by its own counsel but at its own expense. Any counterclaim or other similar action by a Party, to the extent such License Agreement relating to MAGE-A4 and [***] compounds 29 action involves any enforcement of rights under Joint New Intellectual Property, Deliverables New Intellectual Property or other Arvinas Intellectual Property, the GNE Background IP will be treated as an Enforcement Action enforcement action subject to Section 8.4 above8.4. Nothing in this Section shall prevent GNE from ·complying with the terms of any court order relating to or arising out of any Third Party Infringement Claim.

Defense. The Parties shall consult, pursuant to a common joint defense agreement, consult as to potential strategies to defend against any Third Party Infringement Claim, consistent with the overall goals of this Agreement, including by being joined as a party. The Parties shall cooperate with each other in all reasonable respects in the defense of any Third Party Infringement Claim or raising of any counterclaim related thereto. If the Parties fail to agree on such strategies, and subject Subject to the respective indemnity obligations of the Parties set forth in Article 1219, Genentech or its designee Lilly shall be solely responsible for defending such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee Lilly does not, within [***] of receipt of a notice under Section 8.6.1Clause 15.4.1, take steps to defend the Third Party Infringement Claim, then to the extent that such Third Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this AgreementImmunocore, Arvinas Immunocore shall have the right, but not the obligation, to take action to enforce or defend against such Third Party Infringement Claim; Claim provided that if Genentech or its designee Lilly is diligently pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at the end of such [***] period, period then Arvinas Immunocore shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee Lilly ceases to pursue such discussions in ▇▇▇▇▇▇▇diligently. At the controlling Party’s request and expense, the non-controlling Party(ies) Party shall cooperate with the controlling Party in connection with any such defensedefense and counterclaim, provided that the non-controlling Party(ies) Party shall be indemnified reimbursed by the controlling Party as to any reasonable and documented costs or expenses, and shall have the right to be represented by its own counsel but at its own expense. Any counterclaim or other similar action by a Party, to the extent such action involves any enforcement of rights under Joint New the Licensed Intellectual Property, Deliverables New Intellectual Property Foreground IP or other Arvinas Intellectual PropertyJoint IP, will be treated as an Enforcement Action enforcement action subject to Section 8.4 aboveClause 15.3. Nothing in this Clause 15.4 shall prevent Immunocore from complying with the terms of any court order relating to or arising out of any Third Party Infringement Claim.

Defense. The Parties shall consult, pursuant to a common joint defense agreement, consult as to potential strategies to defend against any Third Party Infringement Claim, consistent with the overall goals of this Agreement, including by being joined as a party. The Parties shall cooperate with each other in all reasonable respects in the defense of any Third Party Infringement Claim or raising of any counterclaim related thereto. If the Parties fail to agree on such strategies, and subject to the respective indemnity obligations of the Parties set forth in Article 1213, Genentech or its designee GNE shall be solely responsible for defending such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee GNE does not, within [***] of receipt of a notice under Section 8.6.19.5.1, take steps to defend the Third Party Infringement Claim, then to the extent that such Third Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this AgreementImmunocore, Arvinas Immunocore shall have the right, but not the obligation, to take action to enforce or defend against such Third Party Infringement Claim; Claim provided that if Genentech or its designee GNE is diligently pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at the end of such [***] period, period then Arvinas Immunocore shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee GNE ceases to pursue such discussions in ▇▇▇▇▇▇▇diligently. At the controlling Party’s request and expense, the non-controlling Party(ies) Party shall cooperate with the controlling Party in connection with any such defensedefense and counterclaim, provided that the non-controlling Party(ies) Party shall be indemnified by the controlling Party as to any costs or expenses, and shall have the right to be represented by its own counsel but at its own expense. Any counterclaim or other similar action by a Party, to the extent such action involves any enforcement of rights under Joint New the Licensed Intellectual Property, Deliverables New Intellectual Property Foreground IP or other Arvinas Intellectual PropertyJoint IP, will be treated as an Enforcement Action enforcement action subject to Section 8.4 above9.4. Nothing in this Section shall prevent Immunocore from complying with the terms of any court order relating to or arising out of any Third Party Infringement Claim.

Defense. The Parties shall consultIf any claim, pursuant to a common joint defense agreement, as to potential strategies to defend demand or liability is asserted by any third party against any Third Indemnified Party, the Indemnifying Party Infringement Claimshall be entitled to participate therein and defend any action or proceeding brought against the Indemnified Party in respect of matters embraced by the indemnity, consistent with and the overall goals Indemnifying Party shall have the right to conduct and control the defense subject to the Indemnified Party’s approval in writing of this Agreement, including outside counsel selected by being joined as a partythe Indemnifying Party. The Parties shall cooperate with each other in all reasonable respects in After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of any Third such claim or action, the Indemnifying Party Infringement Claim or raising of any counterclaim related thereto. If the Parties fail to agree on such strategies, and subject to the respective indemnity obligations of the Parties set forth in Article 12, Genentech or its designee shall be solely responsible for defending such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee does not, within [**] of receipt of a notice under Section 8.6.1, take steps to defend the Third Party Infringement Claim, then to the extent that such Third Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreement, Arvinas shall have the right, but not the obligation, to defend against such Third Party Infringement Claim; provided that if Genentech or its designee is pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at the end of such [**] period, then Arvinas shall not be permitted liable to exercise such right unless such settlement discussions cease without reaching settlement the Indemnified Party under this Section 11.3 for any reasonable legal or Genentech or its designee ceases to pursue such discussions in ▇▇▇▇▇▇▇. At other expenses subsequently incurred by the controlling Party’s request and expense, the non-controlling Party(ies) shall cooperate with the controlling Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. In any such defense, provided that the non-controlling Party(ies) shall be indemnified action defended by the controlling Indemnifying Party as to any costs or expenses, and the Indemnified Party shall have the right to be represented by its own counsel but at its own expenseexpense unless (1) the employment of such counsel shall have been authorized in writing by the Indemnifying Party; or (2) the Indemnifying Party shall not have properly employed counsel reasonably satisfactory to such Indemnified Party to have charge of the defense of such action; in each of such cases such fees and expenses shall be paid and advanced by the Indemnifying Party. Any counterclaim In addition, if the named parties to any such action, suit or other similar action by a proceeding (including any impleaded parties) shall include both such Indemnified Party and Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from, or additional to, those available to the extent Indemnifying Party, and if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party, and the Indemnified Party may participate in the defense of such action, suit or proceeding and such fees and expenses shall be paid and advanced by the Indemnifying Party; it being understood, however, that the Indemnifying Party shall not, in connection with any one such action involves or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any enforcement local counsel for all such Indemnified Party). The Indemnifying Party will not, without Indemnified Party’s written consent, settle or compromise any indemnifiable claim or consent to the entry of rights under Joint New Intellectual Propertyany judgment in respect thereof unless such settlement, Deliverables New Intellectual Property compromise or other Arvinas Intellectual Property, will be treated as consent includes an Enforcement Action subject unconditional release of the Indemnified Party from all liability in respect of such indemnifiable claim. The parties shall cooperate in the defense of all third party claims which may give rise to Section 8.4 aboveindemnifiable claims hereunder.

Defense. The Parties Except as otherwise provided herein, the Indemnifying ------- Party may elect to compromise or defend, at such Indemnifying Party's own expense and by such In demnifying Party's own counsel (which counsel shall consultbe reasonably satisfactory to the Indemnified Party), pursuant to a common joint defense agreement, as to potential strategies to defend against any Third Party Infringement Claim. If the Indemnifying Party elects to compromise or defend such Third Party Claim, consistent with it shall, within 30 days after receiving notice of the overall goals Third Party Claim (10 days if the Indemnifying Party states in such notice that prompt action is required), notify the Indemnified Party of its intent to do so, and the Indemnified Party shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Third Party Claim. If the Indemnifying Party elects not to compromise or defend against the Third Party Claim, or fails to notify the Indemnified Party of its election to do so as herein provided, or otherwise abandons the defense of such Third Party Claim, (i) the Indemnified Party may pay (without prejudice of any of its rights as against the Indemnifying Party), compromise or defend such Third Party Claim (until such defense is assumed by the Indemnifying Party) and (ii) the costs and expenses of the Indemnified Party incurred in connection therewith shall be indemnifiable by the Indemnifying Party pursuant to the terms of this Agreement, including by being joined as a party. The Parties shall cooperate with each other in all reasonable respects in the defense of any Third Party Infringement Claim or raising of any counterclaim related thereto. If the Parties fail to agree on such strategies, and subject Notwithstanding anything to the respective indemnity obligations of the Parties set forth in Article 12contrary contained herein, Genentech or its designee shall be solely responsible for defending such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee does not, within [**] of receipt of a notice under Section 8.6.1, take steps to defend the Third Party Infringement Claim, then to the extent that such Third Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreement, Arvinas shall have the right, but not the obligation, to defend against such Third Party Infringement Claim; provided that if Genentech or its designee is pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at the end of such [**] period, then Arvinas shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee ceases to pursue such discussions in ▇▇▇▇▇▇▇. At the controlling Party’s request and expense, the non-controlling Party(ies) shall cooperate with the controlling Party in connection with any Third Party Claim in which the Indemnified Party shall reasonably conclude, based upon advice of its outside legal counsel, that (x) there is a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such defenseThird Party Claim or (y) there are specific defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party and which could be materially adverse to the Indemnifying Party, provided that then the non-controlling Party(ies) shall be indemnified by the controlling Indemnified Party as to any costs or expenses, and shall have the right to assume and direct the defense of such Third Party Claim. In such an event, the Indemnifying Party shall pay the reasonable fees and disbursements of counsel of the Indemnifying Party and one counsel to all the Indemnified Parties. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim (however, if the sole settlement relief payable to a third party in respect of such Third Party Claim is monetary damages that are paid in full by the Indemnifying Party, the Indemnifying Party may settle such claim without the consent of the Indemnified Party) over the objection of the other; provided, however, that consent to -------- ------- settlement or compromise shall not be represented unreasonably withheld by its own counsel but the Indemnified Party. In any event, except as otherwise provided herein, the Indemnified Party and the Indemnifying Party may each participate, at its own expense, in the defense of such Third Party Claim. Any counterclaim If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall make available to the Indemnifying Party any personnel or any books, records or other similar action by a Partydocuments within its control that are reasonably necessary or appropriate for such defense, subject to the extent such action involves any enforcement receipt of rights under Joint New Intellectual Property, Deliverables New Intellectual Property or other Arvinas Intellectual Property, will be treated as an Enforcement Action subject to Section 8.4 aboveappropriate confidentiality agreements.

Defense. The Parties shall consult(i) As between the Parties, pursuant Acuitas will have the first right, but not the obligation, at its sole cost, to defend against a common joint defense agreementdeclaratory 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, as to potential strategies at its sole cost, to defend against any Third Party Infringement Claimother declaratory judgment action or other action challenging any Acuitas Patent that, consistent with on the overall goals date of this Agreementfirst notice of such action, including by being joined as a party. The Parties shall cooperate with each other in all reasonable respects in are not necessary or useful for the defense research, development, manufacturing and commercialization of any Third lipid nanoparticle comprising product that is licensed or optioned by Acuitas to a Third-Party Infringement Claim or raising of any counterclaim related theretois under Late Stage Development by Acuitas. If the Parties fail to agree on such strategies, and subject to the respective indemnity obligations of the Parties set forth in Article 12, Genentech or its designee shall be solely responsible for defending such Third Party Infringement Claim including but Acuitas does not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee does not, within [**] of receipt of a notice under Section 8.6.1, take steps to defend the Third Party Infringement Claimwithin a commercially reasonable time, or elects not to continue any such defense (in which case it will promptly provide notice thereof to Verve), then to the extent that such Third Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreement, Arvinas Verve shall have the right, but not the obligation, to defend against such Third any Acuitas Patents that cover a Licensed Product and no other product licensed or optioned by Acuitas to a Third-Party Infringement Claim; or commercialized by Acuitas provided that if Genentech 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 declaratory judgment or other action. (ii) In the event that any action, suit or proceeding is brought against either Party or an Affiliate of either Party, or a Sublicensee of Verve or its designee is pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at Affiliates, alleging the end infringement of the Patents or Know-How of a Third-Party by the research, development, manufacture, use, sale, import, export, commercialization or exploitation of a Licensed Product, such Party shall promptly notify the other Party within [**] periodof the earlier of (x) receipt of service of process in such action, then Arvinas shall not be permitted to exercise suit or proceeding, or (y) the date such right unless Party becomes aware that such settlement discussions cease without reaching settlement action, suit or Genentech or its designee ceases to pursue such discussions proceeding has been instituted. Except as set forth in ▇▇▇▇▇▇▇. At the controlling Party’s request and expensesubsection (a) above of this License Agreement, the non-controlling Party(ies) shall cooperate with the controlling Party in connection with any such defense, provided that the non-controlling Party(ies) shall be indemnified by the controlling Party as to any costs or expenses, and Verve shall have the right, but not the obligation, to defend such action, suit or proceeding in the Territory at its sole cost. For clarity, Verve shall have the sole right to be represented defend any Patents owned or controlled by its own counsel but at its own expense. Any counterclaim or Verve other similar action by a Party, to than the extent such action involves any enforcement of rights under Joint New Intellectual Property, Deliverables New Intellectual Property or other Arvinas Intellectual Property, will be treated as an Enforcement Action subject to Section 8.4 aboveLNP Technology Patents.

Defense. The Parties shall consult, pursuant to Each Party will promptly notify the other Party if a common joint defense agreement, as to potential strategies to defend against any Third Party brings any Action alleging patent infringement by Lian or Tarsus or any of their respective Affiliates or Sublicensees with respect to the Development, manufacture or Commercialization of any Licensed Product in the Field in the Territory (any such Action, an “Infringement Claim, consistent with the overall goals of this Agreement, including by being joined as a party”). The Parties shall cooperate with each other in all reasonable respects in the defense of any Third Party Infringement Claim or raising of any counterclaim related thereto. If the Parties fail to agree on such strategies, and subject to the respective indemnity obligations of the Parties set forth in Article 12, Genentech or its designee shall be solely responsible for defending such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee does not, within [**] of receipt of a notice under Section 8.6.1, take steps to defend the Third Party Infringement Claim, then to the extent that such Third Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreement, Arvinas shall Lian will have the right, but not the obligation, to defend against control the defense and response to any such Third Party Infringement Claim; provided that if Genentech or its designee is pursuing Claim in ▇▇▇▇▇▇▇ ongoing settlement discussions the Field in the Territory with respect to Lian’s activities, at the end of such [**] period, then Arvinas shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee ceases to pursue such discussions in ▇▇▇▇▇▇▇. At the controlling PartyLian’s request sole cost and expense, and Tarsus will have the non-right, at its own expense, to be represented in any such Infringement Claim in the Field in the Territory by counsel of its own choice. Tarsus will have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim with respect to Tarsus’s activities, including any such Infringement Claim outside of the Field or outside of the Territory. Upon the request of the Party controlling Party(ies) shall the response to the Infringement Claim, the other Party will reasonably cooperate with the controlling Party in connection with any the reasonable defense of such defense, provided that the non-controlling Party(ies) shall be indemnified by the controlling Infringement Claim. The other Party as to any costs or expenses, and shall will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by its own independent counsel but at its own expensein any associated litigation. Any counterclaim or If the Infringement Claim is brought against both Parties, then each Party will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim under this Section 14.2.3 will (a) consult with the other similar action Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto, and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Claim will have the right to settle such Infringement Claim on terms deemed reasonably appropriate by a such Party, provided that, unless any such settlement includes a full and unconditional release from all liability of the other Party and does not adversely affect the rights of the other Party, any such settlement will be subject to the extent such action involves any enforcement of rights under Joint New Intellectual Property, Deliverables New Intellectual Property or other Arvinas Intellectual Property, will be treated as an Enforcement Action subject to Section 8.4 aboveParty’s prior written consent.

Defense. The Parties shall consult, pursuant In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a common joint defense agreement, as person who is not a party to potential strategies to defend against any Third Party Infringement Claim, consistent with the overall goals of this Agreement, including by being joined as a party. The Parties shall cooperate the Indemnifying Party at its sole cost and expense and with each other in all reasonable respects in counsel reasonably satisfactory to the Indemnified Party may, upon written notice to the Indemnified Party, assume the defense of any Third such claim or legal proceeding if (a) the Indemnifying Party Infringement Claim or raising of any counterclaim related thereto. If the Parties fail to agree on such strategies, and subject acknowledges to the respective indemnity obligations of the Parties set forth Indemnified Party in Article 12, Genentech or its designee shall be solely responsible for defending such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee does notwriting, within [**] of fifteen days after receipt of a notice under Section 8.6.1from the Indemnified Party, take steps its obligations to defend indemnify the Third Indemnified Party Infringement Claimwith respect to all elements of such claim, then (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the extent Indemnified Party that such Third the Indemnifying Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreement, Arvinas shall will have the right, but not the obligation, financial resources to defend against such Third third-party claim and fulfill its indemnification obligations hereunder, (c) the third-party claim involves only money damages and does not seek an injunction or other equitable relief, and (d) settlement or an adverse judgment of the third-party claim is not, in the good faith judgment of the Indemnified Party, likely to establish a pattern or practice adverse to the continuing business interests of the Indemnified Party. The Indemnified Party Infringement Claimshall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided provided, however, that if Genentech there are one or its designee is pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at more legal defenses available to the end Indemnified Party that conflict with those available to the Indemnifying Party, or if the Indemnifying Party fails to take reasonable steps necessary to diligently defend the claim after receiving notice from the Indemnified Party that it believes the Indemnifying Party has failed to do so, the Indemnified Party may assume the defense of such [**] periodclaim; provided, then Arvinas shall further, that the Indemnified Party may not settle such claim without the prior written consent of the Indemnifying Party, which consent may not be permitted to exercise such right unless such settlement discussions cease without reaching settlement unreasonably withheld, conditioned or Genentech or its designee ceases to pursue such discussions in ▇▇▇▇▇▇▇delayed provided the Indemnified Party receives a full and complete release. At If the controlling Party’s request and expenseIndemnified Party assumes the defense of the claim, the non-controlling Party(ies) Indemnifying Party shall cooperate with reimburse the controlling Indemnified Party in connection with any such defense, provided that for the non-controlling Party(ies) reasonable fees and expenses of counsels retained by the Indemnified Party and the Indemnifying Party shall be indemnified by entitled to participate in (but not control) the controlling Party as to any costs or expensesdefense of such claim, with its counsel and shall have the right to be represented by its own counsel but at its own expense. Any counterclaim If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third-party claim or other similar action the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a Partypreponderance of the evidence that the Indemnified Party did not defend or settle such third-party claim in a reasonably prudent manner. The parties agree to render, without compensation, to each other such assistance as they may reasonably require of each other in order to insure the extent such action involves proper and adequate defense of any enforcement of rights under Joint New Intellectual Propertyaction, Deliverables New Intellectual Property suit or other Arvinas Intellectual Propertyproceeding, will be treated as an Enforcement Action whether or not subject to Section 8.4 aboveindemnification hereunder.

Defense. The Parties Subject to the limitations set forth in this Section 10.5(b), in the event of a Third Party Claim, the Indemnifying Party shall consulthave the right (exercisable by written notice to the Indemnified Party within ten (10) days after the Indemnified Party has given a Claim Notice of the Third Party Claim) to elect to conduct and control, pursuant through counsel of its choosing and at the Indemnifying Party’s sole cost and expense, the defense, compromise or settlement of the Third Party Claim if the Indemnifying Party (i) has acknowledged and agreed in writing that, if the same is adversely determined, the Indemnifying Party shall provide indemnification to a common joint the Indemnified Party in respect thereof; provided, however, that the Indemnified Party may participate therein through separate counsel chosen by it and at its sole cost and expense. Notwithstanding the foregoing, if (A) the Indemnifying Party shall not have given notice of its election to conduct and control the defense agreementof the Third Party Claim within such 15 day period, as (B) the Indemnifying Party shall fail to conduct such defense diligently and in good faith, (C) the Indemnified Party shall reasonably determine on written advice of outside counsel that use of counsel selected by the Indemnifying Party to represent the Indemnified Party would present such counsel with an actual or potential strategies conflict of interest, or (D) the Third Party Claim is for injunctive, equitable or other non-monetary relief against the Indemnified Party, then in each such case the Indemnified Party shall have the right to defend against control the defense, compromise or settlement of the Third Party Claim with counsel of its choice at the Indemnifying Party’s sole cost and expense. In connection with any Third Party Infringement Claim, consistent from and after delivery of a Claim Notice, the Indemnifying Party and the Indemnified Party shall, and shall cause their respective Affiliates and representatives to, cooperate fully in connection with the overall goals defense or prosecution of this Agreementsuch Third Party Claim, including furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by being joined as a partythe Indemnifying Party or the Indemnified Party in connection therewith. The Parties shall cooperate with each other in all reasonable respects in In addition, the party controlling the defense of any Third Party Infringement Claim or raising of any counterclaim related thereto. If the Parties fail to agree on such strategies, and subject to the respective indemnity obligations of the Parties set forth in Article 12, Genentech or its designee shall be solely responsible for defending such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee does not, within [**] of receipt of a notice under Section 8.6.1, take steps to defend the Third Party Infringement Claim, then to the extent that such Third Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreement, Arvinas shall have the right, but not the obligation, to defend against such Third Party Infringement Claim; provided that if Genentech or its designee is pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at the end of such [**] period, then Arvinas shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee ceases to pursue such discussions in ▇▇▇▇▇▇▇. At the controlling Party’s request and expense, keep the non-controlling Party(ies) party advised of the status thereof and shall cooperate with the controlling Party consider in connection with good faith any such defense, provided that recommendations made by the non-controlling Party(ies) shall be indemnified by the controlling Party as to any costs or expenses, and shall have the right to be represented by its own counsel but at its own expense. Any counterclaim or other similar action by a Party, to the extent such action involves any enforcement of rights under Joint New Intellectual Property, Deliverables New Intellectual Property or other Arvinas Intellectual Property, will be treated as an Enforcement Action subject to Section 8.4 aboveparty with respect thereto.

Defense. The Parties Parties, working through the JSC, shall consult, pursuant to a common joint defense agreement, as to potential strategies cooperate to defend against any Third such claims under the strategy, terms and conditions as may be authorized by the JSC. The JSC shall designate one Party Infringement Claim, consistent with as the overall goals of this Agreement, including by being joined as a partyleading Party for such defense. The Parties shall make decisions with regard to such actions covered by this Section 9.6 jointly through the JSC in accordance with the provisions of Sections 2.5(b) and 2.5(c), provided that any unresolved disputes shall not be subject to settlement by expedited arbitration and, in the case of any unresolved dispute, each Party named as a defendant in such action shall be entitled upon written notice to defend itself in such matter independently by counsel of its own choice and at its own expense; provided, that each Party shall inform the other Party of the progress of such defense and, if reasonably requested by the other Party, shall reasonably cooperate with each the other in Party. For so long as the Parties continue to pursue such matter jointly through the JSC, all reasonable respects in the defense costs and expenses of any Third Party Infringement Claim or raising of defense actions under this Section 9.6(b) shall be [*]. In any counterclaim related thereto. If action pursued jointly by the Parties fail through the JSC, the non-leading Party shall reasonably cooperate with the leading Party, including if required to agree on conduct such strategiesdefense, and subject to the respective indemnity obligations furnishing a power of the Parties set forth in Article 12, Genentech or its designee shall be solely responsible for defending such Third attorney. The non-leading Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee does not, within [**] of receipt of a notice under Section 8.6.1, take steps to defend the Third Party Infringement Claim, then to the extent that such Third Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreement, Arvinas shall have the rightright to confer, but not through the obligationJSC, with the leading Party in any such defense and the leading Party shall consider in good faith such input from the non-leading Party. If either Party desires to be released from the cost-sharing obligation described above, then such Party (a "Removed Party") shall be entitled, upon [*] prior written notice to the JSC, to defend against be released from sharing such Third costs and the matter shall thereafter be handled and pursued at the discretion of the continuing Party Infringement Claim; provided that if Genentech or its designee is pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at (a "Continuing Party"). Following the end of such [**] notice period, then Arvinas the Continuing Party shall not be permitted bear all costs and expenses for the continuation of the matter. The Removed Party shall promptly and reasonably cooperate to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee ceases to pursue such discussions in ▇▇▇▇▇▇▇support the defense efforts of the Continuing Party. At the controlling Party’s request and expenseIn any event, the non-controlling Party(ies) Removed Party shall cooperate with the controlling Party forego its rights to separate representation in connection with any such defense, provided that the non-controlling Party(ies) shall be indemnified by the controlling Party as to any costs or expenses, and shall have the right to be represented by its own counsel but at its own expense. Any counterclaim or other similar action by a Party, to the extent such action involves any enforcement of rights under Joint New Intellectual Property, Deliverables New Intellectual Property or other Arvinas Intellectual Property, will be treated as an Enforcement Action subject to Section 8.4 abovematter from which it has withdrawn.

Defense. The Parties (a) Each Party shall consultpromptly notify the other Party in writing after becoming aware of any claim alleging that the Development, pursuant to a common joint defense agreementManufacture, as to potential strategies to defend against or Commercialization of any Third Party Infringement Claim, consistent with the overall goals of this Agreement, including by being joined as a party. The Parties shall cooperate with each other in all reasonable respects Licensed Molecule or Licensed Product in the defense Territory infringes, misappropriates, or otherwise violates any Patents, Know-How, or other intellectual property rights of any Third Party Infringement Claim or raising of (“Third-Party Infringement”). In any counterclaim related thereto. If such instance, the Parties fail shall as soon as practicable thereafter discuss in good faith the most appropriate response to agree on such strategiesnotice of Third-Party Infringement. (b) Without limiting either party’s indemnification obligations under Section 10, Avenue shall have the first right to defend and take such other actions as it reasonably deems appropriate with respect to any such claim of Third-Party Infringement, at Avenue’s sole discretion, cost and expense, provided that, if Avenue does not commence actions to defend such claim of Third-Party Infringement within thirty (30) days after it becomes aware of such claim or within thirty (30) days before the expiration date for responding to such claim, whichever is earlier, then Licensor shall have the sole and exclusive right to control the defense of such claim with counsel of its choice and at its sole discretion, cost, and subject to the respective indemnity obligations of the Parties set forth in Article 12expense, Genentech or its designee shall be solely responsible for defending such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee does not, within [**] of receipt of a notice under Section 8.6.1, take steps to defend the Third Party Infringement Claim, then to the extent that allowed by Applicable Laws. The defending Party shall keep the non-defending Party reasonably informed of the status of such Third claim of Third-Party Infringement Claim is brought against Arvinas and relates shall cause the non-defending Party to acts by or on behalf receive timely notice of Arvinas under a Research Program or an Optimization Program or in breach any proposed settlement of this Agreement, Arvinas shall have the right, but not the obligation, to defend against any such Third action arising from such claim of Third-Party Infringement Claim; provided that if Genentech or its designee is pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at and shall not, without the end prior written consent of such [**] period, then Arvinas the non-defending Party (which shall not be permitted unreasonably withheld or delayed), enter into any settlement that would give rise to exercise such right unless such settlement discussions cease without reaching settlement or Genentech liability of the non-defending Party or its designee ceases to pursue such discussions Affiliates or would otherwise impair the non-defending Party or its Affiliates’ rights in ▇▇▇▇▇▇▇any Licensed Products or Licensed Molecule, or under this Agreement. At the controlling Party’s request and expenseexpense of the defending Party, the non-controlling Party(ies) defending Party shall cooperate with the controlling Party provide reasonable assistance in connection with any the defending Party’s legal or other actions in connection with the defense of such defenseclaim of Third-Party Infringement, provided that the non-controlling Party(ies) shall be indemnified including by the controlling Party as to any costs or expensesexecuting reasonably appropriate documents, cooperating in discovery, and shall have the right to be represented by its own counsel but at its own expense. Any counterclaim or other similar action by joining as a Party, party to the extent such action involves any enforcement of rights under Joint New Intellectual Property, Deliverables New Intellectual Property or other Arvinas Intellectual Property, will be treated as an Enforcement Action subject to Section 8.4 aboveif required.

Defense. The Parties Subject to the limitations set forth in this Section 7.5(b), in the event of a Third Party Claim, the Indemnifying Party shall consulthave the right (exercisable by written notice to the Indemnified Party within ten (10) days after the Indemnified Party has given a Claim Notice of the Third Party Claim) to elect to conduct and control, pursuant through counsel of its choosing and at the Indemnifying Party’s sole cost and expense, the defense, compromise or settlement of the Third Party Claim if the Indemnifying Party (i) has acknowledged and agreed in writing that, if the same is adversely determined, the Indemnifying Party shall provide indemnification to a common joint the Indemnified Party in respect thereof; provided, however, that the Indemnified Party may participate therein through separate counsel chosen by it and at its sole cost and expense. Notwithstanding the foregoing, if (A) the Indemnifying Party shall not have given notice of its election to conduct and control the defense agreementof the Third Party Claim within such 15 day period, as (B) the Indemnifying Party shall fail to conduct such defense diligently and in good faith, (C) the Indemnified Party shall reasonably determine on written advice of outside counsel that use of counsel selected by the Indemnifying Party to represent the Indemnified Party would present such counsel with an actual or potential strategies conflict of interest, or (D) the Third Party Claim is for injunctive, equitable or other non-monetary relief against the Indemnified Party, then in each such case the Indemnified Party shall have the right to defend against control the defense, compromise or settlement of the Third Party Claim with counsel of its choice at the Indemnifying Party’s sole cost and expense. In connection with any Third Party Infringement Claim, consistent from and after delivery of a Claim Notice, the Indemnifying Party and the Indemnified Party shall, and shall cause their respective Affiliates and representatives to, cooperate fully in connection with the overall goals defense or prosecution of this Agreementsuch Third Party Claim, including furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by being joined as a partythe Indemnifying Party or the Indemnified Party in connection therewith. The Parties shall cooperate with each other in all reasonable respects in In addition, the party controlling the defense of any Third Party Infringement Claim or raising of any counterclaim related thereto. If the Parties fail to agree on such strategies, and subject to the respective indemnity obligations of the Parties set forth in Article 12, Genentech or its designee shall be solely responsible for defending such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee does not, within [**] of receipt of a notice under Section 8.6.1, take steps to defend the Third Party Infringement Claim, then to the extent that such Third Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreement, Arvinas shall have the right, but not the obligation, to defend against such Third Party Infringement Claim; provided that if Genentech or its designee is pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at the end of such [**] period, then Arvinas shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee ceases to pursue such discussions in ▇▇▇▇▇▇▇. At the controlling Party’s request and expense, keep the non-controlling Party(ies) party advised of the status thereof and shall cooperate with the controlling Party consider in connection with good faith any such defense, provided that recommendations made by the non-controlling Party(ies) shall be indemnified by the controlling Party as to any costs or expenses, and shall have the right to be represented by its own counsel but at its own expense. Any counterclaim or other similar action by a Party, to the extent such action involves any enforcement of rights under Joint New Intellectual Property, Deliverables New Intellectual Property or other Arvinas Intellectual Property, will be treated as an Enforcement Action subject to Section 8.4 aboveparty with respect thereto.

Defense. The Parties shall consult, pursuant to a common joint defense agreement, consult (through the IPWG or otherwise) as to potential strategies to defend against any Third Party Infringement Claim, including by initiating any Opposition Proceeding against the relevant Third Party’s Patent, consistent with the overall goals of this Agreement, including by being joined as a party. The Parties shall cooperate with each other in all reasonable respects in the defense of any Third Party Infringement Claim or raising of any counterclaim related theretoParty. If the Parties fail to agree on such strategies, and subject to the respective indemnity obligations of the Parties set forth in Article 12ARTICLE 15: (a) Adaptive shall have the first right, Genentech or its designee shall be solely responsible for defending such but not the obligation, to defend any Third Party Infringement Claim including but not limited Claim, which may include initiating an Opposition Proceeding, related to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigationthe Adaptive Platform. If Genentech or its designee Adaptive does not, within [***] days of receipt of a notice under Section 8.6.111.5.1, take steps provide written notice of its intention to defend the Third Party Infringement Claim, then to the extent that such Third Party Infringement Claim is brought against Arvinas Adaptive and relates impairs GNE’s ability to acts by make, use or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreementsell the Licensed Products, Arvinas GNE shall have the right, but not the obligation, to take action, which may include initiating an Opposition Proceeding, to defend against such Third Party Infringement Claim; provided provided, that if Genentech or its designee Adaptive is pursuing engaged in ▇▇▇▇▇▇▇ ongoing settlement discussions at the end of such [***] period, day period then Arvinas GNE shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee Adaptive ceases to pursue such discussions in ▇▇▇▇▇▇▇. At the controlling Party’s request and expense, the non-controlling Party(iesdiscussions. (b) shall cooperate with the controlling Party in connection with any such defense, provided that the non-controlling Party(ies) shall be indemnified by the controlling Party as to any costs or expenses, and GNE shall have the right first right, but not the obligation, to be represented by defend or enforce against any Third Party Infringement Claim, which may include initiating an Opposition Proceeding, related to the Licensed Products. If GNE does not, within [***] days of receipt of a notice under Section 11.5.1, provide written notice of its own counsel but at its own expense. Any counterclaim or other similar action by a Partyintention to defend the Third Party Infringement Claim, then to the extent that such action involves any enforcement Third Party Infringement Claim is brought against Adaptive and relates to acts under the Research Program or Development Program, Adaptive shall have the right, but not the obligation, to take action, which may include initiating an Opposition Proceeding, to defend against such Third Party Infringement Claim; provided, that if GNE is engaged in ongoing settlement discussions at the end of rights under Joint New Intellectual Property, Deliverables New Intellectual Property such [***] day period then Adaptive shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or other Arvinas Intellectual Property, will be treated as an Enforcement Action subject GNE ceases to Section 8.4 abovepursue such discussions.

Defense. The Parties Indemnifying Party shall consulthave the right to direct, through counsel of its own choosing, the defense or settlement of any action or proceeding brought against the Indemnified Party in respect of Third Party Claims; provided, however, that the Indemnifying Party shall not settle any matter without obtaining the Indemnified Party's prior consent thereto if such settlement provides for any remedy other than the payment of money damages or does not provide for a full release of the Indemnified Party or, regardless of the terms of such settlement, if the Indemnifying Party disputes its liability with respect to the Third Party Claim. If the Indemnifying Party elects to assume the defense of any such claim or proceeding, the Indemnified Party may participate in such defense at its own expense. If the Indemnifying Party fails to defend or, after commencing or undertaking any such defense, fails to prosecute or withdraws from such defense other than as a result of a settlement, the Indemnified Party shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such action or proceeding; provided, however, that if the Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 11.3 and proposes to settle such claim or proceeding prior to a common joint final judgment thereon or to forego appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in and consent (which consent shall not be unreasonably withheld) to the settlement or assume or reassume the defense agreementof such claim or proceeding. Notwithstanding the foregoing provisions of this Section 11.3(b), as if the Indemnifying Party disputes its liability to potential strategies the Indemnified Party and if such dispute is resolved in favor of the Indemnifying Party by final, nonappealable order of a court of competent jurisdiction, the Indemnifying Party shall not be required to defend against any bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 11.3(b), and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses incurred by the Indemnifying Party in connection with such Third Party Infringement Claim, consistent with the overall goals of this Agreement, including by being joined as a party. The Parties party directing the defense shall pursue such defense diligently and promptly. The parties shall cooperate in the defense of all Third Party Claims. In connection with each other in all reasonable respects in the defense of any Third Party Infringement Claim or raising of any counterclaim related thereto. If the Parties fail to agree on such strategiesClaim, and subject each party shall make available to the respective indemnity obligations party controlling such defense any books, records or other documents within its control that are reasonably requested in the course of or necessary or appropriate for such defense; provided, however, that appropriate arrangements are made to safeguard the Parties set forth in Article 12, Genentech or its designee shall be solely responsible for defending such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee does not, within [**] of receipt of a notice under Section 8.6.1, take steps to defend the Third Party Infringement Claim, then to the extent that such Third Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreement, Arvinas shall have the right, but not the obligation, to defend against such Third Party Infringement Claim; provided that if Genentech or its designee is pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at the end confidentiality of such [**] period, then Arvinas shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee ceases to pursue such discussions in ▇▇▇▇▇▇▇. At the controlling Party’s request and expense, the non-controlling Party(ies) shall cooperate with the controlling Party in connection with any such defense, provided that the non-controlling Party(ies) shall be indemnified by the controlling Party as to any costs or expenses, and shall have the right to be represented by its own counsel but at its own expense. Any counterclaim or other similar action by a Party, to the extent such action involves any enforcement of rights under Joint New Intellectual Property, Deliverables New Intellectual Property or other Arvinas Intellectual Property, will be treated as an Enforcement Action subject to Section 8.4 abovematerials.

Defense. The Unless the Parties otherwise agree in writing, each Party shall consulthave the first right, pursuant but not the obligation, subject to a common joint defense agreementany intervening rights of the other Party under applicable Law, as to potential strategies to defend against any Third Party Infringement Claim, consistent with the overall goals of this Agreement, including by being joined as a party. The Parties shall cooperate with each other in all reasonable respects in and control the defense of any Third Party Infringement Claim or raising Action that names such Party as a defendant, using counsel of any counterclaim related thereto. If the Parties fail to agree on such strategiesits own choice, at its sole cost and subject to the respective indemnity obligations of the Parties set forth in Article 12expense; provided, Genentech or its designee shall be solely responsible for defending such however, that if a Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee does not, within Action is […**] of receipt of a notice under Section 8.6.1, take steps to defend the Third Party Infringement Claim*…], then to the extent that such Third Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreement, Arvinas […***…] shall have the first right, but not the obligation, to defend against and control the defense of such Third Party Infringement ClaimAction, using counsel of its own choice, […***…]. In any event, each Party may participate in any such Third Party Infringement Action with counsel of its choice at its own cost and expense; provided that if Genentech or its designee is pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at the end of such [**] period, then Arvinas shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee ceases to pursue such discussions in ▇▇▇▇▇▇▇. At the controlling Party’s request and expense, the non-controlling Party(ies) shall cooperate with the controlling Party shall retain the right to control such Third Party Infringement Action. Without limitation of the foregoing, if the controlling Party finds it necessary or desirable to join the other Party as a party to any such Third Party Infringement Action, such other Party shall execute all papers and perform such acts as shall be reasonably required. If the controlling Party elects (in a written communication submitted to the other Party within a reasonable amount of time after notice of the Third Party Infringement Action) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such Third Party Infringement Action, the controlling Party shall do so within such time periods so that such other Party is not prejudiced by any delays, and such other Party shall have the right, […***…], to conduct and control the defense of such Third Party Infringement Action using counsel reasonably acceptable to the other Party at its sole cost and expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such defenseThird Party Infringement Action, provided that including by providing the non-controlling Party(ies) shall be indemnified by the other Party with copies of all pleadings filed in such action. The controlling Party as to any costs or expenses, and shall have allow the right to be represented by its own counsel but at its own expense. Any counterclaim or other similar action by a Party, to the extent such action involves any enforcement other Party is participating in the Third Party Infringement Action, reasonable opportunity to participate in the defense of rights under Joint New Intellectual Property, Deliverables New Intellectual Property or other Arvinas Intellectual Property, will be treated as an Enforcement Action subject to Section 8.4 abovethe claims.

Defense. The Parties shall consult, pursuant to a common joint defense agreement, consult as to potential strategies to defend against any Third Party Infringement Claim, consistent with the overall goals of this Agreement, including by being joined as a party. The Parties shall cooperate with each other in all reasonable respects in the defense of any Third Party Infringement Claim or raising of any counterclaim related thereto. If the Parties fail to agree on such strategies, and subject Subject to the respective indemnity obligations of the Parties set forth in Article 1215, Genentech or its designee (a) Adaptimmune shall be solely primarily responsible for defending such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigationlitigation to the extent such Third Party Infringement Claim relates to any Product or Target or any Adaptimmune Technology; and (b) subject to clause 11.6.2(a), Noile-Immune shall be primarily responsible for defending such Third Party Infringement Claim including selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation to the extent such Third Party Infringement Claim relates to the Noile-Immune Technology. If Genentech or its designee the Party with primary responsibility does not, within [**] one hundred twenty (120) days of receipt of a notice under Section 8.6.1, Clause 11.6.1 take steps to defend the Third Party Infringement Claim, then to the extent that such Third Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreementthe other Party, Arvinas the other Party shall have the right, but not the obligation, to take action to enforce or defend against such Third Party Infringement Claim; provided that if Genentech or its designee the Party with primary responsibility is diligently pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at the end of such [**] one hundred and twenty (120) day period, then Arvinas other Party shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee such responsible Party ceases to pursue such settlement discussions in ▇▇▇▇▇▇▇diligently. At the controlling Party’s request and expense, the non-controlling Party(ies) Party shall cooperate with the controlling Party in connection with any such defensedefense and counterclaim, provided that the non-controlling Party(ies) Party shall be indemnified reimbursed by the controlling Party as to any reasonable and documented costs or expenses, and shall have the right to be represented by its own counsel but at its own expense. Any counterclaim or other similar action by a Party, to the extent such action involves any enforcement of rights under the Background IP, Foreground IP or Joint New Intellectual Property, Deliverables New Intellectual Property or other Arvinas Intellectual PropertyIP, will be treated as an Enforcement Action subject to Section 8.4 aboveClause 11.5. Nothing in this Clause shall prevent any Party from complying with the terms of any court order relating to or arising out of any Third Party Infringement Claim.

Defense. The Parties (a) Each Party shall consultpromptly notify the other Party of any actual or potential claim alleging that the Development, pursuant to a common joint defense agreementManufacture, as to potential strategies to defend against any Third Party Infringement Claim, consistent with or Commercialization of the overall goals of this Agreement, including by being joined as a party. The Parties shall cooperate with each other in all reasonable respects Product in the defense Territory infringes, misappropriates, or otherwise violates any Patent Rights, Know-How, or other intellectual property rights of any Third Party Infringement Claim or raising of (“Third Party Infringement”). In any counterclaim related thereto. If such instance, the Parties fail shall as soon as practicable thereafter discuss in good faith the best response to agree on such strategiesnotice of Third Party Infringement. (b) Novartis shall have the first right, but not the obligation, to defend any such claim of Third Party Infringement, at Novartis’s sole discretion, cost, and subject expense, and CBMG shall have the right to the respective indemnity obligations be represented in any such action by counsel of the Parties set forth in Article 12, Genentech its own choice at CBMG’s sole cost and expense. (c) If Novartis declines or fails to assert its designee shall be solely responsible for defending intention to defend any such claim of Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech within ninety (90) days following its receipt or its designee does not, within [**] of receipt sending of a notice under notice, as applicable, pursuant to Section 8.6.1, take steps to defend the Third Party Infringement Claim11.4(b), then to the extent that such Third Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreement, Arvinas CBMG shall have the right, but not the obligation, to defend against such claim of Third Party Infringement Claim; provided that if Genentech or its designee is pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at the end of such [**] periodCBMG’s sole discretion, then Arvinas shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee ceases to pursue such discussions in ▇▇▇▇▇▇▇. At the controlling Party’s request cost, and expense, the non-controlling Party(ies) shall cooperate with the controlling Party in connection with any such defense, provided that the non-controlling Party(ies) shall be indemnified by the controlling Party as to any costs or expenses, and Novartis shall have the right (but not the obligation) to be represented in any such action by counsel of its own counsel but choice at its own Novartis’s sole cost and expense. Any counterclaim . (d) In no event shall a Party settle or otherwise compromise any Third Party Infringement by admitting that any Novartis Patent (in the case of CBMG) or CBMG Patent (in the case of Novartis) is invalid or unenforceable without first obtaining, in each case, the prior written consent of the other similar action by a Party, to the extent such action involves any enforcement of rights under Joint New Intellectual Propertywhich consent shall not be unreasonably withheld, Deliverables New Intellectual Property conditioned, or other Arvinas Intellectual Property, will be treated as an Enforcement Action subject to Section 8.4 abovedelayed.

Defense. The Parties shall consult, pursuant to a common joint defense agreement, consult as to potential strategies to defend against any Third Party Infringement Claim, consistent with the overall goals of this Agreement, including by being joined as a party. The Parties shall cooperate with each other in all reasonable respects in the defense of any Third Party Infringement Claim or raising of any counterclaim related thereto. If the Parties fail to agree on such strategies, and subject Subject to the respective indemnity obligations of the Parties set forth in Article 1214, Genentech or its designee (a) Adaptimmune shall be solely primarily responsible for defending such Third Third-Party Infringement Claim (including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation) to the extent such Third-Party Infringement Claim relates to [***] or any Adaptimmune Platform Technology; and (b) subject to Clause 10.5.2(a), Alpine shall be primarily responsible for defending such Third-Party Infringement Claim (including selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation) to the extent such Third-Party Infringement Claim relates to the Alpine Platform Technology. If Genentech or its designee the Party with primary responsibility does not, within [**] one hundred twenty (120) days of receipt of a notice under Section 8.6.1Clause 10.5.1, take steps to defend the Third Third-Party Infringement Claim, then to the extent that such Third Third-Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreementthe other Party, Arvinas the other Party shall have the right, but not the obligation, to take action to enforce or defend against such Third Third-Party Infringement Claim; provided that if Genentech or its designee the Party with primary responsibility is diligently pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at the end of such [**] one hundred and twenty (120)-day period, then Arvinas other Party shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee such responsible Party ceases to pursue such settlement discussions in ▇▇▇▇▇▇▇diligently. At the controlling Party’s request and expense, the non-controlling Party(ies) noncontrolling Party shall cooperate with the controlling Party in connection with any such defensedefense and counterclaim, provided that the non-controlling Party(ies) noncontrolling Party shall be indemnified reimbursed by the controlling Party as to any reasonable and documented costs or expenses, and shall have the right to be represented by its own counsel but at its own expense. Any counterclaim or other similar action by a Party, to the extent such action involves any enforcement of rights under Joint New Intellectual Property, Deliverables New Intellectual Property the Background IP or other Arvinas Intellectual PropertyForeground IP, will be treated as an Enforcement Action subject to Section 8.4 aboveClause 10.4. Nothing in this Clause shall prevent any Party from complying with the terms of any court order relating to or arising out of any Third-Party Infringement Claim.

Defense. The Parties shall consultAs between the Parties, pursuant to a common joint defense agreementthe Party controlling the Prosecution and Maintenance of any Patent Right under Section 12.2 (Prosecution and Maintenance of Patent Rights), as to potential strategies will have the right (but not the obligation), at its sole discretion and its own cost and expense, to defend against a declaratory judgment action, post-grant review proceeding, inter partes review, opposition proceeding, interference, or any Third Party Infringement Claim, consistent with the overall goals of this Agreement, including by being joined as a party. The Parties shall cooperate with each other in all reasonable respects in the defense of legal or administrative action challenging any Third Party Infringement Claim or raising of any counterclaim related theretosuch Patent Right. If the Parties fail to agree on Party controlling such strategiesProsecution and Maintenance of Arrowhead Platform Patent Rights, Licensed Product-Specific Patent Rights, or Sarepta Arising Patent Rights, as the case may be, under Section 12.2 (Prosecution and subject to the respective indemnity obligations Maintenance of the Parties set forth in Article 12, Genentech or its designee shall be solely responsible for defending Patent Rights) does not defend such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee does not, Patent Right under this Section 12.4 (Defense) within [***] of receipt of days after the initiation by a notice under Section 8.6.1, take steps to defend the Third Party Infringement Claimof any of the foregoing actions or proceedings or such shorter period of time as is mandated by the rules of the applicable action or proceeding to commence the defense thereof, or elects not to continue any such defense (in which case it will promptly provide written notice thereof to the other Party), then to the extent that such Third other Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreement, Arvinas shall will have the right, right (but not the obligation), at its sole discretion, to defend against any such Patent Right. The defending Party will keep the other Party reasonably advised of all material developments in the conduct of any such defense. The defending Party will use reasonable efforts to provide the other Party with drafts of all material documents to be filed with the court or the applicable Patent Office and will consider in good faith all reasonable and timely comments thereto by such other Party before filing such documents. The non-defending Party will reasonably cooperate with the Party conducting the defense of such Third Party Infringement Claim; provided that if Genentech or its designee is pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions action, at the end of such [**] period, then Arvinas shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee ceases to pursue such discussions in ▇▇▇▇▇▇▇. At the controlling defending Party’s request cost and expense, the non-controlling Party(ies) shall cooperate with the controlling Party in connection with any including if required to conduct such defense, provided that the non-controlling Party(ies) shall be indemnified by the controlling Party as to any costs or expenses, and shall have the right to be represented by its own counsel but at its own expensefurnishing a power of attorney. Any counterclaim awards or other similar action by a Party, to the extent amounts received in defending any such action involves any enforcement of rights under Joint New Intellectual Property, Deliverables New Intellectual Property or other Arvinas Intellectual Property, will be treated allocated between the Parties as an Enforcement Action subject to provided in Section 8.4 above12.3.7 (Allocation of Proceeds) applying mutatis mutandis. 12.5. Infringement of Third Party Rights.

Defense. The Parties shall consult, pursuant to a common joint defense agreement, consult as to potential strategies to defend against any Third Party Infringement Claim, consistent with the overall goals of this Agreement, including by being joined as a party. The Parties shall cooperate with each other in all reasonable respects in the defense of any Third Party Infringement Claim or raising of any counterclaim related thereto. If the Parties fail to agree on such strategies, and subject Subject to the respective indemnity obligations of the Parties set forth in Article 1216, Genentech or its designee (a) Bellicum shall be solely primarily responsible for defending such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigationlitigation to the extent such Third Party Infringement Claim relates to a Bellicum Candidate, Therapy comprising a Bellicum Candidate or the Bellicum Target; and (b) Adaptimmune shall be primarily responsible for defending such Third Party Infringement Claim including selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation to the extent such Third Party Infringement Claim relates to an Adaptimmune Candidate, Therapy comprising an Adaptimmune Candidate or the Adaptimmune Target. If Genentech or its designee the Party with primary responsibility does not, within [**] * of receipt of a notice under Section 8.6.1Clause 12.5.2, take steps to defend the Third Party Infringement Claim, then to the extent that such Third Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreementthe other Party, Arvinas the other Party shall have the right, but not the obligation, to take action to enforce or defend against such Third Party Infringement Claim; provided that if Genentech or its designee the Party with primary responsibility is diligently pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at the end of such [**] * period, then Arvinas other Party shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee such responsible Party ceases to pursue such settlement discussions in ▇▇▇▇▇▇▇diligently. At the controlling Party’s request and expense, the non-controlling Party(ies) Party shall cooperate with the controlling Party in connection with any such defensedefense and counterclaim, provided that the non-controlling Party(ies) Party shall be indemnified reimbursed by the controlling Party as to any reasonable and documented costs or expenses, and shall have the right to be represented by its own counsel but at its own expense. Any counterclaim or other similar action by a Party, to the extent such action involves any enforcement of rights under Joint New the Licensed Intellectual Property, Deliverables New Intellectual Property Foreground IP or other Arvinas Intellectual PropertyJoint IP, will be treated as an Enforcement Action subject to Section 8.4 aboveClause 12.6. Nothing in this Clause 12.7 shall prevent any Party from complying with the terms of any court order relating to or arising out of any Third Party Infringement Claim. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Defense. The Parties shall consult, pursuant to a common joint defense agreement, consult as to potential strategies to defend against any Third Party Infringement Claim, consistent with the overall goals of this Agreement, including by being joined as a party. The Parties shall cooperate with each other in all reasonable respects in the defense of any Third Party Infringement Claim or raising of any counterclaim related thereto. If the Parties fail to agree on such strategies, and subject Subject to the respective indemnity obligations of the Parties set forth in Article 1216, Genentech or its designee (a) Bellicum shall be solely primarily responsible for defending such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigationlitigation to the extent such Third Party Infringement Claim relates to a Bellicum Candidate, Therapy comprising a Bellicum Candidate or the Bellicum Target; and (b) Adaptimmune shall be primarily responsible for defending such Third Party Infringement Claim including selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation to the extent such Third Party Infringement Claim relates to an Adaptimmune Candidate, Therapy comprising an Adaptimmune Candidate or the Adaptimmune Target. If Genentech or its designee the Party with primary responsibility does not, within […***…] of receipt of a notice under Section 8.6.1Clause 12.5.2, take steps to defend the Third Party Infringement Claim, then to the extent that such Third Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreementthe other Party, Arvinas the other Party shall have the right, but not the obligation, to take action to enforce or defend against such Third Party Infringement Claim; provided that if Genentech or its designee the Party with primary responsibility is diligently pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at the end of such […***…] period, then Arvinas other Party shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee such responsible Party ceases to pursue such settlement discussions in ▇▇▇▇▇▇▇diligently. At the controlling Party’s request and expense, the non-controlling Party(ies) Party shall cooperate with the controlling Party in connection with any such defensedefense and counterclaim, provided that the non-controlling Party(ies) Party shall be indemnified reimbursed by the controlling Party as to any reasonable and documented costs or expenses, and shall have the right to be represented by its own counsel but at its own expense. Any counterclaim or other similar action by a Party, to the extent such action involves any enforcement of rights under Joint New the Licensed Intellectual Property, Deliverables New Intellectual Property Foreground IP or other Arvinas Intellectual PropertyJoint IP, will be treated as an Enforcement Action subject to Section 8.4 aboveClause 12.6. Nothing in this Clause 12.7 shall prevent any Party from complying with the terms of any court order relating to or arising out of any Third Party Infringement Claim.

Defense. The Parties Parties, working through the JSC, shall consult, pursuant to a common joint defense agreement, as to potential strategies cooperate to defend against any Third such claims under the strategy, terms and conditions as may be authorized by the JSC. The JSC shall designate one Party Infringement Claim, consistent with as the overall goals of this Agreement, including by being joined as a partyleading Party for such defense. The Parties shall cooperate make decisions with each other regard to such actions covered by this Section 9.6 jointly through the JSC in all reasonable respects in accordance with the defense provisions of any Third Party Infringement Claim or raising of any counterclaim related thereto. If the Parties fail to agree on such strategiesSections 2.5(b) and 2.5(c), and subject to the respective indemnity obligations of the Parties set forth in Article 12, Genentech or its designee shall be solely responsible for defending such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee does not, within [**] of receipt of a notice under Section 8.6.1, take steps to defend the Third Party Infringement Claim, then to the extent that such Third Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreement, Arvinas shall have the right, but not the obligation, to defend against such Third Party Infringement Claim; provided that if Genentech or its designee is pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions at the end of such [**] period, then Arvinas any unresolved disputes shall not be permitted subject to exercise settlement by expedited arbitration and, in the case of any unresolved dispute, each Party named as a defendant in such right unless action shall be entitled upon written notice to defend itself in such settlement discussions cease without reaching settlement or Genentech or matter independently by counsel of its designee ceases own choice and at its own expense; provided, that each Party shall inform the other Party of the progress of such defense and, if reasonably requested by the other Party, shall reasonably cooperate with the other Party. For so long as the Parties continue to pursue such discussions in ▇▇▇▇▇▇▇matter jointly through the JSC, all costs and expenses of any defense actions under this Section 9.6(b) shall be [*]. At In any action pursued jointly by the controlling Party’s request and expenseParties through the JSC, the non-controlling Party(ies) leading Party shall reasonably cooperate with the controlling Party in connection with any leading Party, including if required to conduct such defense, provided that the furnishing a power of attorney. The non-controlling Party(ies) shall be indemnified by the controlling leading Party as to any costs or expenses, and shall have the right to confer, through the JSC, with the leading Party in any such defense and the leading Party shall consider in good faith such input from the non-leading Party. If either Party desires to be represented by its own counsel but at its own expense. Any counterclaim or other similar action by released from the cost-sharing obligation described above, then such Party (a "Removed Party") shall be entitled, upon thirty (30) days prior written notice to the JSC, to be released from sharing such costs and the extent matter shall thereafter be handled and pursued at the discretion of the continuing Party (a "Continuing Party"). Following the end of such action involves thirty (30) day notice period, the Continuing Party shall bear all costs and expenses for the continuation of the matter. The Removed Party shall promptly and reasonably cooperate to support the defense efforts of the Continuing Party. In any enforcement of event, the Removed Party shall forego its rights under Joint New Intellectual Property, Deliverables New Intellectual Property or other Arvinas Intellectual Property, will be treated as an Enforcement Action subject to Section 8.4 aboveseparate representation in any matter from which it has withdrawn.

Defense. The Parties shall consultAs between the Parties, pursuant to a common joint defense agreementthe Party controlling the Prosecution and Maintenance of any Patent Right under Section 12.3 (Prosecution and Maintenance of Patent Rights), as to potential strategies will have the right (but not the obligation), at its sole discretion and its own cost and expense, to defend against a declaratory judgment action, post-grant review proceeding, inter partes review, opposition proceeding, interference, or any Third Party Infringement Claim, consistent with the overall goals of this Agreement, including by being joined as a party. The Parties shall cooperate with each other in all reasonable respects in the defense of legal or administrative action challenging any Third Party Infringement Claim or raising of any counterclaim related theretosuch Patent Right. If the Parties fail to agree on Party controlling such strategiesProsecution and Maintenance of Arrowhead Platform Patent Rights, Licensed Product-Specific Patent Rights, or Novartis Arising Patent Rights, as the case may be, under Section 12.3 (Prosecution and subject to the respective indemnity obligations Maintenance of the Parties set forth in Article 12, Genentech or its designee shall be solely responsible for defending Patent Rights) does not defend such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee does not, Patent Right under this Section 12.5 (Defense) within [***] of receipt of after the initiation by a notice under Section 8.6.1, take steps to defend the Third Party Infringement Claimof any of the foregoing actions or proceedings or such shorter period of time as is mandated by the rules of the applicable action or proceeding to commence the defense thereof, or elects not to continue any such defense (in which case it will promptly provide written notice thereof to the other Party), then to the extent that such Third other Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreement, Arvinas shall will have the right, right (but not the obligation), at its sole discretion, to defend against any such Patent Right. The defending Party will keep the other Party reasonably advised of all material developments in the conduct of any such defense. The defending Party will use reasonable efforts to provide the other Party with drafts of all material documents to be filed with the court or the applicable Patent Office and will consider in good faith all reasonable and timely comments thereto by such other Party before filing such documents. The non-defending Party will reasonably cooperate with the Party conducting the defense of such Third Party Infringement Claim; provided that if Genentech or its designee is pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions action, at the end of such [**] period, then Arvinas shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee ceases to pursue such discussions in ▇▇▇▇▇▇▇. At the controlling defending Party’s request cost and expense, the non-controlling Party(ies) shall cooperate with the controlling Party in connection with any including if required to conduct such defense, provided that the non-controlling Party(ies) shall be indemnified by the controlling Party as to any costs or expenses, and shall have the right to be represented by its own counsel but at its own expensefurnishing a power of attorney. Any counterclaim awards or other similar action by a Party, to the extent amounts received in defending any such action involves any enforcement of rights under Joint New Intellectual Property, Deliverables New Intellectual Property or other Arvinas Intellectual Property, will be treated allocated between the Parties as an Enforcement Action subject to provided in Section 8.4 above12.4.7 (Allocation of Proceeds) applying mutatis mutandis.

Defense. The Parties shall consultAs between the Parties, pursuant to a common joint defense agreementthe Party controlling the Prosecution and Maintenance of any Patent Right under Section 12.2 (Prosecution and Maintenance of Patent Rights), as to potential strategies will have the right (but not the obligation), at its sole discretion and its own cost and expense, to defend against a declaratory judgment action, post-grant review proceeding, inter partes review, opposition proceeding, interference, or any Third Party Infringement Claim, consistent with the overall goals of this Agreement, including by being joined as a party. The Parties shall cooperate with each other in all reasonable respects in the defense of legal or administrative action challenging any Third Party Infringement Claim or raising of any counterclaim related theretosuch Patent Right. If the Parties fail to agree on Party controlling such strategiesProsecution and Maintenance of Arrowhead Platform Patent Rights, Licensed Product-Specific Patent Rights, or Sarepta Arising Patent Rights, as the case may be, under Section 12.2 (Prosecution and subject to the respective indemnity obligations Maintenance of the Parties set forth in Article 12, Genentech or its designee shall be solely responsible for defending Patent Rights) does not defend such Third Party Infringement Claim including but not limited to selection of counsel, venue, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee does not, Patent Right under this Section 12.4 (Defense) within [***] of receipt of days after the initiation by a notice under Section 8.6.1, take steps to defend the Third Party Infringement Claimof any of the foregoing actions or proceedings or such shorter period of time as is mandated by the rules of the applicable action or proceeding to commence the defense thereof, or elects not to continue any such defense (in which case it will promptly provide written notice thereof to the other Party), then to the extent that such Third other Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreement, Arvinas shall will have the right, right (but not the obligation), at its sole discretion, to defend against any such Patent Right. The defending Party will keep the other Party reasonably advised of all material developments in the conduct of any such defense. The defending Party will use reasonable efforts to provide the other Party with drafts of all material documents to be filed with the court or the applicable Patent Office and will consider in good faith all reasonable and timely comments thereto by such other Party before filing such documents. The non-defending Party will reasonably cooperate with the Party conducting the defense of such Third Party Infringement Claim; provided that if Genentech or its designee is pursuing in ▇▇▇▇▇▇▇ ongoing settlement discussions action, at the end of such [**] period, then Arvinas shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee ceases to pursue such discussions in ▇▇▇▇▇▇▇. At the controlling defending Party’s request cost and expense, the non-controlling Party(ies) shall cooperate with the controlling Party in connection with any including if required to conduct such defense, provided that the non-controlling Party(ies) shall be indemnified by the controlling Party as to any costs or expenses, and shall have the right to be represented by its own counsel but at its own expensefurnishing a power of attorney. Any counterclaim awards or other similar action by a Party, to the extent amounts received in defending any such action involves any enforcement of rights under Joint New Intellectual Property, Deliverables New Intellectual Property or other Arvinas Intellectual Property, will be treated allocated between the Parties as an Enforcement Action subject to provided in Section 8.4 above12.3.7 (Allocation of Proceeds) applying mutatis mutandis.

Defense. The Parties shall consultIf an action for infringement is commenced against either Party, pursuant its Affiliates or its licensees or its sublicensees (including Sublicensees) related to the discovery, development (including the conduct of the Co-Funded Development Plan), manufacture, use or sale of a common joint defense agreement, as to potential strategies to defend against any Product (a “Third Party Infringement ClaimAction”), consistent with the overall goals of this Agreementthen, including by being joined as a party. The Parties shall cooperate with each other in all reasonable respects in the defense of any Third Party Infringement Claim or raising of any counterclaim related thereto. If the Parties fail to agree on such strategies, and subject to Article 16, the respective indemnity obligations of the Parties set forth in Article 12, Genentech following shall apply: (a) The Party (or its designee Affiliate, licensee or sublicensee, as applicable) who is named as the defendant shall be solely responsible for defending have the right (but not the obligation) to defend such Third Party Infringement Claim including but not limited to selection of counselAction at its own expense; provided, venuehowever, and directing all aspects, stages, motions, and proceedings of litigation. If Genentech or its designee does not, within [**] of receipt of that if a notice under Section 8.6.1, take steps to defend the Third Party Infringement ClaimAction is commenced against both Regeneron (or any of its Affiliates, licensees or sublicensees), on the one hand, and Roche (or any of its Affiliates, licensees or Sublicensees), on the other hand (a “Joint Infringement Action”), then to the extent that such Third Party Infringement Claim is brought against Arvinas and relates to acts by or on behalf of Arvinas under a Research Program or an Optimization Program or in breach of this Agreement, Arvinas Regeneron shall have the first right, but not the obligation, to defend against conduct and control the defense of such Third Party Infringement Claim; provided that if Genentech or Action, using counsel of its designee is pursuing own choice. Roche shall assist and cooperate with Regeneron, at Regeneron’s expense, to the extent necessary in ▇▇▇▇▇▇▇ ongoing settlement discussions at the end defense of such suit. If Regeneron elects not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such Joint Infringement Action, Regeneron shall notify Roche of such election within such time periods so Roche is not prejudiced by any delays, and Roche shall have the right (but not the obligation), to conduct and control the defense of such Joint Infringement Action using counsel of its own choice. The Parties will share the [** * *] period, then Arvinas shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Genentech or its designee ceases to pursue such discussions in ▇▇▇▇▇▇▇. At the controlling Party’s request and expense, the non-controlling Party(ies) shall cooperate with of the controlling Party in defense of a Joint Infringement Action as follows: [* * *]. (b) The Party entitled to defend any Third Party Infringement Action shall have the right to settle the suit or consent to an adverse judgment thereto, in its sole discretion; provided, that Roche shall not enter into any settlement of any Third Party Infringement Action that [* * *] in each case ((i) - (iii)), without Regeneron’s prior written consent in its sole discretion, and provided, that Regeneron shall not enter into any settlement of any Third Party Infringement Action that [* * *] in each case ((iv) and (v)), without Roche’s prior written consent in its sole discretion. Unless otherwise agreed by the Parties, with respect any settlement of a Third Party Infringement Action, the Parties shall share responsibility for the payment of any award for damages, or any amount due pursuant to such settlement as follows: to the extent that such settlement is with respect to the Regeneron Territory, [* * *]. (c) Each Party will provide the other Party with prompt written notice of the commencement of any proceedings under this Section 14.13 and such Party will keep the other Party reasonably informed of all material developments in connection with any such defenseThird Party Infringement Action, provided that including by promptly furnish the non-controlling Party(ies) shall be indemnified by the controlling other Party as to any costs with a copy of all documents or expenses, and shall have the right to be represented by its own counsel but at its own expense. Any counterclaim or other similar action by a Party, to the extent communications filed in such action involves any enforcement of rights under Joint New Intellectual Property, Deliverables New Intellectual Property or other Arvinas Intellectual Property, will be treated as an Enforcement Action subject to Section 8.4 aboveaction.