Common use of Infringement Claims by Third Parties Clause in Contracts

Infringement Claims by Third Parties. If the manufacture, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by AbbVie (or its Affiliates or Sublicensees), AbbVie shall promptly notify Licensor thereof in writing. AbbVie shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit, or proceeding at its own expense (but subject to deduction as provided below), using counsel of its own choice. Licensor may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if AbbVie finds it necessary or desirable to join Licensor as a party to any such action, Licensor shall execute all papers and perform such acts as shall be reasonably required. If AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Any recoveries by a Party of any sanctions awarded to such Party and against a party asserting a claim being defended under this Section 7.4 shall be applied as follows: such recovery shall be applied first to reimburse AbbVie and/or Licensor for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings, and (b) the balance of any such recoveries [*] shall be [*]. [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Infringement Claims by Third Parties. If the manufacture, sale, or use Exploitation of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may is reasonably expected to result in, any claim, suit, suit or proceeding by a Third Party alleging patent infringement by AbbVie (Licensee or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), AbbVie including any defence or counterclaim in connection with an Infringement action initiated pursuant to Section 5.3, the Party first becoming aware of such alleged infringement shall promptly notify Licensor the other Party thereof in writing. AbbVie As between the Parties, Licensee shall have the first right, but not the obligation, to defend and control the defense of be responsible for defending any such claim, suit, suit or proceeding at its own expense (but subject to deduction as provided below)sole cost and expense, using counsel of its own Licensee’s choice. Licensor AstraZeneca may participate in any such claim, suit, suit or proceeding with counsel of its choice at its own sole cost and expense; provided that Licensee shall retain the right to control such claim, suit or proceeding. Without limitation AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of the foregoingattorney solely for such purpose or joining in, if AbbVie finds it necessary or desirable to join Licensor being named as a necessary party to any to, such action, Licensor providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall execute all papers reimburse AstraZeneca for its reasonable and perform such acts as shall be reasonably requiredverifiable costs and expenses incurred in connection therewith. If AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party Licensee shall keep the other Party AstraZeneca reasonably informed of all material developments in connection with any such claim, suit, suit or proceeding. Licensee agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defence of the claims. Any recoveries by a damages, or awards, including royalties incurred or awarded in connection with any Third Party of any sanctions awarded to such Party and against a party asserting a claim being Infringement Claim defended under this Section 7.4 5.4 shall be applied as follows: such recovery shall be applied first to reimburse AbbVie and/or Licensor for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings, and (b) the balance of any such recoveries [*] shall be [*]. [ ] = Certain confidential information contained in this document, marked borne by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedLicensee.

Infringement Claims by Third Parties. If the manufacture, sale, or use Exploitation of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may is reasonably expected to result in, any claim, suit, suit or proceeding by a Third Party alleging patent infringement by AbbVie (Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), AbbVie including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 5.3, the Party first becoming aware of such Third Party Infringement Claim shall promptly notify Licensor thereof the other Party in writing. AbbVie As between the Parties, Licensee shall have the first right, but not the obligation, to defend and control the defense of be responsible for defending any such claim, suit, or proceeding Third Party Infringement Claim at its own expense (but subject to deduction as provided below)sole cost and expense, using counsel of its own Licensee’s choice. Licensor AstraZeneca may participate in any such claim, suit, suit or proceeding with counsel of its choice at its own sole cost and expense; provided that Licensee shall retain the right to control such claim, suit or proceeding. Without limitation AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set forth in this Section 5.4, including where necessary, furnishing a power of the foregoingattorney solely for such purpose or joining in, if AbbVie finds it necessary or desirable to join Licensor being named as a necessary party to any to, such action, Licensor providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall execute all papers reimburse AstraZeneca for its reasonable and perform such acts as shall be reasonably requiredverifiable out-of-pocket costs and expenses incurred in connection therewith. If AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party Licensee shall keep the other Party AstraZeneca reasonably informed of all material developments in connection with any such claim, suit, suit or proceeding. Any recoveries by a damages, or awards, including royalties incurred or awarded in connection with any Third Party of any sanctions awarded to such Party and against a party asserting a claim being Infringement Claim defended under this Section 7.4 5.4 shall be applied as follows: such recovery shall be applied first to reimburse AbbVie and/or Licensor for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings, and (b) the balance of any such recoveries [*] shall be [*]. [ ] = Certain confidential information contained in this document, marked borne by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedLicensee.

Infringement Claims by Third Parties. If the manufacture, sale, or use Exploitation of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may is reasonably expected to result in, any claim, suit, suit or proceeding by a Third Party alleging patent infringement by AbbVie (Licensee or any of its Affiliates or Sublicenseesits or their Sublicensees (a “Third Party Infringement Claim”), AbbVie including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 5.3 (Enforcement of Patents), the Party first becoming aware of such alleged infringement shall promptly notify Licensor the other Party thereof in writing. AbbVie As between the Parties, Licensee shall have the first right, but not the obligation, to defend and control the defense of be responsible for defending any such claim, suit, suit or proceeding at its own expense (but subject to deduction as provided below)sole cost and expense, using counsel of its own Licensee’s choice. Licensor AstraZeneca may participate in any such claim, suit, suit or proceeding with counsel of its choice at its own sole cost and expense; provided that Licensee shall retain the right to control such claim, suit or proceeding. Without limitation AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of the foregoingattorney solely for such purpose or joining in, if AbbVie finds it necessary or desirable to join Licensor being named as a necessary party to any to, such action, Licensor providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall execute all papers reimburse AstraZeneca for its reasonable and perform such acts as shall be reasonably requiredverifiable costs and expenses incurred in connection therewith. If AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party Licensee shall keep the other Party AstraZeneca reasonably informed of all material developments in connection with any such claim, suit, suit or proceeding. Licensee agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defense of the claims. Any recoveries by a damages, or awards, including royalties incurred or awarded in connection with any Third Party of any sanctions awarded to such Party and against a party asserting a claim being Infringement Claim defended under this Section 7.4 5.4 (Infringement Claims by Third Parties) shall be applied as follows: such recovery shall be applied first to reimburse AbbVie and/or Licensor for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings, and (b) the balance of any such recoveries [*] shall be [*]. [ ] = Certain confidential information contained in this document, marked borne by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedLicensee.

Infringement Claims by Third Parties. If the manufacture, sale, or use Commercialization of a Licensed Compound or Licensed any Product in any country or countries of the Territory pursuant to this Agreement using the Licensed IP under Section 3.1 results in, or may result in, any in a claim, suit, suit or proceeding by a Third Party third party alleging patent infringement by AbbVie against Licensor or Licensee (or its Affiliates their respective Affiliates, Sublicensees or SublicenseesDistributors, as applicable) (each, an“Infringement Action”), AbbVie or in Licensor’s or Licensee’s opinion, is likely to become the subject of an Infringement Action, such Party shall promptly notify the other Party hereto in writing of the existence of such Infringement Action or of its concern that such an action is imminent. Licensor thereof in writing. AbbVie shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit, or proceeding Infringement Action at its own expense (but subject to deduction as provided below)expense, using counsel reasonably experienced in the defense of patent infringement claims (except in the case of an Infringement Action based on Licensee Improvement, in which case Licensee shall defend and control the defense of any such Infringement Action at its own choiceexpense, using counsel reasonably experienced in the defense of patent infringement claims). Licensor Licensee may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if AbbVie Licensor finds it necessary or desirable to join Licensor Licensee as a party to any such action, Licensor Licensee shall execute all papers and perform such acts as shall be reasonably requiredrequired at Licensor’s expense. If AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, of any such claimInfringement Action within ten (10) days of notice of such action, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor Licensee may conduct and control the defense of any such claim, suit, or proceeding and Licensor shall indemnify Licensee in full for the expense of such defense (except in the case of an Infringement Action based on Licensee Improvement, in which case Licensee shall defend and control the defense of any such Infringement Action at its own expense, using counsel reasonably experienced in the defense of patent infringement claims). Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceedingInfringement Action. Any recoveries by a Party of any sanctions awarded to such Party Licensee or Licensor (as applicable) and against a party asserting a claim being defended under this Section 7.4 7.3 shall be applied as follows: such recovery shall be applied first to reimburse AbbVie and/or Licensor reimbursing the defending Party for its reasonable out-of-pocket costs of defending such claim, suit, or proceedingsproceedings (including reasonable attorneys’ fees, court costs and (b) expenses), with the balance of any such recoveries [*] shall be [*]. [ ] = Certain confidential information contained in this document, marked by brackets, divided so that 50% is filed with the Securities remitted to Licensor and Exchange Commission pursuant 50% to Rule 406 of the Securities Act of 1933, as amendedLicensee.

Infringement Claims by Third Parties. If the manufactureDevelopment, sale, manufacture or use commercialization of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may is reasonably expected to result in, any claim, suit, suit or proceeding by a Third Party alleging patent infringement by AbbVie (Licensee or any of its Affiliates or Sublicenseesits or their Sublicensees (a “Third Party Infringement Claim”), AbbVie including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 5.2 (Licensed Patents and Licensed Know-How Enforcement and Defense), the Party first becoming aware of such alleged infringement shall promptly notify Licensor the other Party thereof in writing. AbbVie As between the Parties, Licensee shall have the first right, but not the obligation, to defend and control the defense of be responsible for defending any such claim, suit, suit or proceeding at its own expense (but subject to deduction as provided below)sole cost and expense, using counsel of its own Licensee’s choice. Licensor Ligand may participate in any such claim, suit, suit or proceeding with counsel of its choice at its own sole cost and expense; provided that Licensee shall retain the right to control such claim, suit or proceeding. Without limitation Ligand shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set forth in this Section 5.3 (Infringement Claims by Third Parties), including where necessary, furnishing a power of the foregoingattorney solely for such purpose or joining in, if AbbVie finds it necessary or desirable to join Licensor being named as a necessary party to any to, such action, Licensor providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall execute all papers reimburse Ligand for its reasonable and perform such acts as shall be reasonably requiredverifiable costs and expenses incurred in connection therewith. If AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party Licensee shall keep the other Party Ligand reasonably informed of all material developments in connection with any such claim, suit, suit or proceeding. Any recoveries by a Party Licensee agrees to provide Ligand with copies of any sanctions awarded all material pleadings filed in such action and to such Party and against a party asserting a claim being defended under this Section 7.4 shall be applied as follows: such recovery shall be applied first allow Ligand reasonable opportunity to reimburse AbbVie and/or Licensor for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings, and (b) participate in the balance of any such recoveries [*] shall be [*]. [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 defense of the Securities Act of 1933, as amendedclaims.

Infringement Claims by Third Parties. If the manufacture, sale, or use Exploitation of a Licensed Compound or Product in the Licensed Product Field in the Territory pursuant to this Agreement results in, or may is reasonably expected to result in, any claim, suit, suit or proceeding by a Third Party alleging patent infringement by AbbVie (against Everest or any of its Affiliates or Sublicensees alleging infringement by Everest or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), AbbVie including any defense or counterclaim in connection with a Product Infringement action initiated pursuant to Section 9.4(b) (Enforcement of Licensed Patents and Joint Patents), the Party first becoming aware of such alleged infringement shall promptly notify Licensor the other Party thereof in writing. AbbVie As between the Parties, subject to ARTICLE 13 (Indemnification; Liability): (a) Everest shall have the first right, but not the obligation, to defend and control the defense of be responsible for defending any such claim, suit, suit or proceeding at its own expense (but subject to deduction as provided below)sole cost and expense, using counsel of its own Everest’s choice. Licensor ; (b) NPLH may participate in any such claim, suit, suit or proceeding with counsel of its choice at its own sole cost and expense. Without limitation ; provided that Everest shall retain the right to control such claim, suit or proceeding; (c) NPLH shall, and shall cause its Affiliates to, assist and co-operate with Everest, as Everest may reasonably request from time to time, in connection with its activities set forth in this Section 9.5 (Infringement Claims by Third Parties), including where necessary, furnishing a power of the foregoingattorney solely for such purpose or joining in, if AbbVie finds it necessary or desirable to join Licensor being named as a necessary party to any to, such action, Licensor providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Everest shall execute all papers reimburse NPLH for its reasonable and perform such acts as shall be reasonably required. If AbbVie elects verifiable out-of-pocket costs and expenses incurred in connection therewith; (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringementd) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party Everest shall keep the other Party NPLH reasonably informed of all material developments in connection with any such claim, suitsuit or proceeding; (e) Everest agrees to provide NPLH with copies of all material pleadings filed in such action and to allow NPLH reasonable opportunity to participate in the defense of the Claims; and (f) any damages, or proceeding. Any recoveries by a awards, including royalties, incurred or awarded in connection with any Third Party of any sanctions awarded to such Party and against a party asserting a claim being Infringement Claim defended under this Section 7.4 9.5 (Infringement Claims by Third Parties) shall be applied as follows: such recovery shall be applied first borne by Everest subject to reimburse AbbVie and/or Licensor for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings, and ARTICLE 13 (b) the balance of any such recoveries [*] shall be [*]. [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedIndemnification; Liability).

Infringement Claims by Third Parties. If the manufacture, sale, or use Exploitation of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may is reasonably expected to result in, any claim, suit, suit or proceeding by a Third Party alleging patent infringement by AbbVie (Insmed or any of its Affiliates or Sublicenseesits or their Sublicensees (a “Third Party Infringement Claim”), AbbVie including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 8.3, the Party first becoming aware of such alleged infringement shall promptly notify Licensor the other Party thereof in writing. AbbVie As between the Parties, Insmed shall have the first right, but not the obligation, to defend and control the defense of be responsible for defending any such claim, suit, suit or proceeding at its own expense (but subject to deduction as provided below)sole cost and expense, using counsel of its own choice. Licensor may AstraZeneca shall participate as necessary in any such claim, suit, suit or proceeding with at Insmed’s sole cost and expense unless AstraZeneca decides to engage a counsel of its choice own, other than the counsel engaged by Insmed, at AstraZeneca’s sole cost and expense; provided that Insmed shall retain the right to control such claim, suit or proceeding. AstraZeneca shall, and shall cause its own expense. Without limitation Affiliates to, assist and cooperate with Insmed, as Insmed may reasonably request from time to time, in connection with its activities set forth in this Section 8.4, including where necessary, furnishing a power of the foregoingattorney solely for such purpose or joining in, if AbbVie finds it necessary or desirable to join Licensor being named as a necessary party to any to, such action, Licensor providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Insmed shall execute all papers reimburse AstraZeneca for its reasonable and perform such acts as shall be reasonably requiredverifiable actual, out-of-pocket costs and expenses incurred in connection therewith. If AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party Insmed shall keep the other Party AstraZeneca reasonably informed of all material developments in connection with any such claim, suit, suit or proceeding. Insmed agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defense of the claims. Any recoveries by a damages, or awards, including royalties incurred or awarded in connection with any Third Party of any sanctions awarded to such Party and against a party asserting a claim being Infringement Claim defended under this Section 7.4 8.4 shall be applied as follows: such recovery shall be applied first be, subject to reimburse AbbVie and/or Licensor for its reasonable out-of-pocket costs of defending such claimSection 7.4.2, suit, or proceedings, and (b) the balance of any such recoveries [*] shall be [*]. [ ] = Certain confidential information contained in this document, marked borne by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedInsmed.

Infringement Claims by Third Parties. If the manufacture, sale, Development or use Commercialization of a the Licensed Compound or a Licensed Product in the Field in the Territory pursuant to this Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent Patent infringement by AbbVie Licensee (or its Affiliates or SublicenseesAffiliates), AbbVie Licensee shall promptly notify Licensor thereof in writing. AbbVie Subject to the remainder of this Section 9.4 and Section 12.2, Licensee (or its Affiliates) shall have the first right, but not the obligation, right to defend and control any action which names Licensee (or its Affiliates) or claims the defense infringement, after the Effective Date, of any such claim, suit, Third Party’s Patent through the Development or proceeding Commercialization of the Licensed Product in the Field in the Territory. If necessary and at its own expense (but subject to deduction as provided below), using counsel of its own choiceLicensee’s expense. Licensor may participate will reasonably assist and cooperate with Licensee in any such claim, suit, or proceeding with counsel of its choice at its own expensedefense. Without limitation of the foregoing, if AbbVie finds it necessary or desirable to join Licensor as a party to any such action, Licensor shall execute all papers and perform such acts as shall be reasonably required. If AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party Licensee shall keep the other Party Licensor reasonably informed of all material developments in connection with any such claim, suit, or proceeding, including by providing Licensor with copies of all pleadings filed in such action. Any recoveries by a Party Licensor shall have the right to (a) assume the defense of any sanctions awarded to claims that name Licensor or its Affiliates (and Licensee shall assist and cooperate in any such Party and against a party asserting a claim being defended under this Section 7.4 shall be applied as follows: such recovery shall be applied first to reimburse AbbVie and/or Licensor for its reasonable out-of-pocket costs of defending such claim, suit, defense) or proceedings, and (b) participate in the balance defense of the claims in actions defended by Licensee. Neither Party may enter into any settlement that affects the other Party’s rights or interests without such recoveries [*] shall Party’s written consent, which consent will not be [*]unreasonably withheld, conditioned, or delayed. [ ] = Certain confidential information contained Licensee will bear all costs and expenses (including attorneys’ fees) and pay all damages and settlement amounts arising out of or in connection with any action described in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedSection 9.4.

Infringement Claims by Third Parties. If the manufacture, sale, Exploitation of the Licensed Compounds or use of a the Licensed Compound or Licensed Product Products in the Territory pursuant to this Agreement results in, or may is reasonably expected to result in, any claim, suit, suit or proceeding by a Third Party alleging patent infringement Infringement by AbbVie (Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers, including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 5.3.2 (Enforcement of Patents) (a “Third Party Infringement Claim”), AbbVie the Party first becoming aware of such alleged Infringement shall promptly notify Licensor the other Party thereof in writing. AbbVie As between the Parties, Licensee shall have the first right, but not the obligation, right to defend and control the defense of against any such claim, suit, or proceeding at its own expense (but subject to deduction as provided below)Third Party Infringement Claim, using counsel of Licensee’s choice, and Licensee shall solely bear all costs and expenses (including any damages, awards, royalties, settlement amounts and other liabilities) incurred by Licensee or any of its own choiceAffiliates or its or their Sublicensees, distributors or customers in connection with such Third Party Infringement Claim. Licensor AstraZeneca may participate in any such claim, suit, suit or proceeding with counsel of its choice at its own sole cost and expense; provided that Licensee shall retain the right to control such claim, suit or proceeding. Without limitation AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set forth in this Section 5.4 (Infringement Claims by Third Parties), including, where necessary, furnishing a power of the foregoingattorney solely for such purpose or joining in, if AbbVie finds it necessary or desirable to join Licensor being named as a necessary party to any to, such action, Licensor providing access to relevant documents and other evidence, and making its employees available at reasonable business hours; provided that Licensee shall execute all papers and perform such acts as shall be reasonably required. If AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Any recoveries by a Party of any sanctions awarded to such Party and against a party asserting a claim being defended under this Section 7.4 shall be applied as follows: such recovery shall be applied first to reimburse AbbVie and/or Licensor AstraZeneca for its reasonable and verifiable out-of-pocket costs of defending and expenses incurred in connection therewith. If Licensee or its designee does not take commercially reasonable steps to defend against such claim, suitsuit or proceeding within [***] days following the first notice provided above with respect to such Third Party Infringement Claim or, or proceedingsprovided such date occurs after the first such notice of such Third Party Infringement Claim is provided, [***] Business Days before the time limit, if any, set forth in Applicable Law for filing of such actions, whichever comes first, then (a) Licensee shall so notify AstraZeneca and (b) the balance AstraZeneca may defend at its discretion against such Third Party Infringement Claim at its sole cost and expense; provided that AstraZeneca shall not enter into any settlement of any such recoveries [*] shall be [*]. [ ] = Certain confidential information contained claim described in this documentSection 5.4 that incurs any financial liability on the part of Licensee, marked by bracketsrequires an admission of liability, is filed with wrongdoing or fault on the Securities and Exchange Commission pursuant part of Licensee, without Licensee’s prior written consent, in each case, such consent not to Rule 406 of the Securities Act of 1933be unreasonably withheld, as amendedconditioned or delayed.

Infringement Claims by Third Parties. If the manufacture, sale, or use Exploitation of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may is reasonably expected to result in, any claim, suit, suit or proceeding by a Third Party alleging patent infringement by AbbVie (Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), AbbVie including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 5.3, the Party first becoming aware of such Third Party Infringement Claim shall promptly notify Licensor thereof the other Party in writing. AbbVie As between the Parties, Licensee shall have the first right, but not the obligation, to defend and control the defense of be responsible for defending any such claim, suit, or proceeding Third Party Infringement Claim at its own expense (but subject to deduction as provided below)sole cost and expense, using counsel of its own Licensee’s choice. Licensor MedImmune may participate in any such claim, suit, suit or proceeding with counsel of its choice at its own sole cost and expense; provided that Licensee shall retain the right to control such claim, suit or proceeding. Without limitation MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set forth in this Section 5.4, including where necessary, furnishing a power of the foregoingattorney solely for such purpose or joining in, if AbbVie finds it necessary or desirable to join Licensor being named as a necessary party to any to, such action, Licensor providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall execute all papers reimburse MedImmune for its reasonable and perform such acts as shall be reasonably requiredverifiable out-of-pocket costs and expenses incurred in connection therewith. If AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party Licensee shall keep the other Party MedImmune reasonably informed of all material developments in connection with any such claim, suit, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any recoveries by a damages, or awards, including royalties incurred or awarded in connection with any Third Party of any sanctions awarded to such Party and against a party asserting a claim being Infringement Claim defended under this Section 7.4 5.4 shall be applied as follows: such recovery shall be applied first borne by Licensee, except for those Losses for which MedImmune has an obligation to reimburse AbbVie and/or Licensor for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings, and (b) the balance of any such recoveries [*] shall be [*]. [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission indemnify Licensee pursuant to Rule 406 of the Securities Act of 1933, as amendedSection 8.2 .

Infringement Claims by Third Parties. If Each Party shall promptly notify the manufactureother Party in writing of, salebut in no event later than 30 days after the earlier of receiving written notice or, to the actual knowledge of any of a Party’s patent attorneys with responsibility for Licensed Products, becoming aware of, any threatened or actual claim, action, suit or proceeding by a Third Party against Licensee, or any of its Affiliates or its or their Sublicensees relating to the infringement of such Third Party’s Patents or unauthorized use or misappropriation of such Third Party’s Information, based upon an assertion or claim arising out of the research, development, commercialization or Manufacture of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, by Licensee or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by AbbVie (or of its Affiliates or Sublicenseesits or their Sublicensees(such claim, action, suit or proceeding, a “Third Party Infringement Claim”), AbbVie including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 5.3 As between the Parties, Licensee shall promptly notify Licensor thereof in writing. AbbVie shall have the first rightbe responsible for defending any such Third Party Infringement Claim, but not the obligation, to defend and control the defense of any such claimconduct thereof, suit, or proceeding at its own expense (but subject to deduction as provided below)sole cost and expense, using counsel of its own Licensee’s choice. Licensor AstraZeneca may participate in any such claimThird Party Infringement Claim, suit, or proceeding with counsel of its choice at its own sole cost and expense; provided that Licensee shall control such Third Party Infringement Claim. Without limitation AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set forth in this Section 5.4, including where necessary, furnishing a power of the foregoingattorney solely for such purpose or joining in, if AbbVie finds it necessary or desirable to join Licensor being named as a necessary party to, such Third Party Infringement Claim, providing access to any such action, Licensor relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall execute all papers reimburse AstraZeneca for its reasonable and perform such acts as shall be reasonably requiredverifiable out-of-pocket costs and expenses incurred in connection therewith. If AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party Licensee shall keep the other Party AstraZeneca reasonably informed of all material developments in connection with any such claim, suitThird Party Infringement Claim. Any damages, or proceeding. Any recoveries by a awards, including royalties incurred or awarded in connection with any Third Party of any sanctions awarded to such Party and against a party asserting a claim being Infringement Claim defended under this Section 7.4 5.4 shall be applied as follows: such recovery shall be applied first to reimburse AbbVie and/or Licensor for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings, and (b) the balance of any such recoveries [*] shall be [*]. [ ] = Certain confidential information contained in this document, marked borne by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedLicensee.

Infringement Claims by Third Parties. If the manufacture, sale, or use Exploitation of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may is reasonably expected to result in, any claim, suit, suit or proceeding by a Third Party alleging patent infringement Infringement by AbbVie (Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers (a Third Party Infringement Claim), AbbVie including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Clause 6.4 (Infringement Claims by Third Parties), the Party first becoming aware of such alleged Infringement shall promptly notify Licensor the other Party thereof in writing. AbbVie As between the Parties, Licensee shall have the first right, but not the obligation, to defend and control the defense of be responsible for defending any such claim, suit, suit or proceeding at its own expense (but subject to deduction as provided below)sole cost and expense, using counsel of its own Licensee's choice. Licensor ArQule may participate in any such claim, suit, suit or proceeding with counsel of its choice at its own sole cost and expense; provided that Licensee shall retain the right to Control such claim, suit or proceeding. Without limitation ArQule shall, and shall cause its Affiliates to, Assist and co-operate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set forth in this Clause 6.4 (Infringement Claims by Third Parties), including where necessary, furnishing a power of the foregoingattorney solely for such purpose or joining in, if AbbVie finds it necessary or desirable to join Licensor being named as a necessary party to any to, such action, Licensor providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided, further, that Licensee shall execute all papers reimburse ArQule for its reasonable and perform such acts as shall be reasonably requiredverifiable out-of-pocket costs and expenses incurred in connection therewith. If AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party Licensee shall keep the other Party ArQule reasonably informed of all material developments Developments in connection with any such claim, suit, suit or proceeding. Licensee agrees to provide ArQule with copies of all material pleadings filed in such action and to allow ArQule reasonable opportunity to participate in the defense of the claims. Any recoveries by a damages, or awards, including royalties incurred or awarded in connection with any Third Party of any sanctions awarded to such Party and against a party asserting a claim being Infringement Claim defended under this Section 7.4 Clause 6.4 (Infringement Claims by Third Parties) shall be applied as follows: such recovery borne by Licensee, subject to Clause 5.4(d) (Reductions) in the case of royalties. Notwithstanding the above, Licensee shall be applied first to reimburse AbbVie and/or Licensor for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings, and (b) the balance not enter into any settlement of any such recoveries [*] shall claim without the prior written consent of ArQule if such settlement would require ArQule to be [*]subject to an injunction or to make any monetary payment to Licensee or any Third Party, or admit any wrongful conduct by ArQule or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patents Controlled by ArQule. [ ] = Certain confidential information contained in this document, marked by brackets, is Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedCommission. ***Triple asterisks denote omissions.

Infringement Claims by Third Parties. If the manufacture, sale, Exploitation of the Licensed Compounds or use of a the Licensed Compound or Licensed Product Products in the Field in the Territory pursuant to this Agreement results in, or may is reasonably expected to result in, any claim, suit, suit or proceeding by a Third Party alleging patent infringement Infringement by AbbVie (Newsoara or any of its Affiliates or its or their Sublicensees, distributors or customers, including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 8.3 (Enforcement of Patents) (a “Third Party Infringement Claim”), AbbVie the Party first becoming aware of such alleged Infringement shall promptly notify Licensor the other Party thereof in writing. AbbVie As between the Parties, Newsoara shall have the first right, but not the obligation, to defend and control the defense of against any such claim, suit, or proceeding at its own expense (but subject to deduction as provided below)Third Party Infringement Claim in the Territory, using counsel of its own Newsoara’s choice. Licensor Fifty percent (50%) of all costs and expenses (including any damages, awards, royalties, settlement amounts and other liabilities) incurred by Newsoara or any of its Affiliates or its or their Sublicensees, distributors or customers in connection with such Third Party Infringement Claim may be offset from the payments due to AUM for the corresponding Calendar Year or one or more years thereafter. AUM may participate in any such claim, suit, suit or proceeding with counsel of its choice at its own sole cost and expense; provided that Newsoara shall retain the right to control such claim, suit or proceeding. Without limitation AUM shall, and shall cause its Affiliates to, assist and cooperate with Newsoara, as Newsoara may reasonably request from time to time, in connection with its activities set forth in this Section 8.4 (Infringement Claims by Third Parties), including, where necessary, furnishing a power of the foregoingattorney solely for such purpose or joining in, if AbbVie finds it necessary or desirable to join Licensor being named as a necessary party to any to, such action, Licensor shall execute all papers providing access to relevant documents and perform such acts as shall be reasonably requiredother evidence, and making its employees available at reasonable business hours. If AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party Newsoara shall keep the other Party AUM reasonably informed of all material developments in connection with any such claim, suit, suit or proceeding. Any recoveries by a Party Newsoara agrees to provide AUM with copies of all material pleadings filed in such action and to consider in good faith and not unreasonably refuse to incorporate into its pleadings any sanctions awarded to such Party timely and against a party asserting a claim being defended under this Section 7.4 shall be applied as follows: such recovery shall be applied first to reimburse AbbVie and/or Licensor for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings, and (b) the balance of any such recoveries [*] shall be [*]. [ ] = Certain confidential information contained in this document, marked by brackets, is filed comments from AUM with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedrespect thereto.

Infringement Claims by Third Parties. If the manufacture, sale, or use Exploitation of a Licensed Compound or Product in the Licensed Product Field in the Territory pursuant to this Agreement results in, or may is reasonably expected to result in, any claim, suit, suit or proceeding by a Third Party alleging patent infringement by AbbVie (against EverInsight or any of its Affiliates or Sublicensees alleging infringement by EverInsight or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), AbbVie including any defense or counterclaim in connection with a Product Infringement action initiated pursuant to Section 9.4(b) (Enforcement of Licensed Patents and Joint Patents), the Party first becoming aware of such alleged infringement shall promptly notify Licensor the other Party thereof in writing. AbbVie As between the Parties, subject to ARTICLE 13 (Indemnification; Liability): (a) VistaGen shall have the first right, but not the obligation, to defend and control the defense of be responsible for defending any such claim, suit, suit or proceeding at its own expense (but subject to deduction as provided below)sole cost and expense, using counsel of its own VistaGen’s choice. Licensor ; (b) EverInsight may participate in any such claim, suit, suit or proceeding with counsel of its choice at its own sole cost and expense. Without limitation ; provided that VistaGen shall retain the right to control such claim, suit or proceeding; (c)EverInsight shall, and shall cause its Affiliates to, assist and co-operate with VistaGen, as VistaGen may reasonably request from time to time, in connection with its activities set forth in this Section 9.5 (Infringement Claims by Third Parties), including where necessary, furnishing a power of the foregoingattorney solely for such purpose or joining in, if AbbVie finds it necessary or desirable to join Licensor being named as a necessary party to any to, such action, Licensor providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that VistaGen shall execute all papers reimburse EverInsight for its reasonable and perform such acts as shall be reasonably required. If AbbVie elects verifiable out-of-pocket costs and expenses incurred in connection therewith; (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringementd) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party VistaGen shall keep the other Party EverInsight reasonably informed of all material developments in connection with any such claim, suitsuit or proceeding; (e) VistaGen agrees to provide EverInsight with copies of all material pleadings filed in such action and to allow EverInsight reasonable opportunity to participate in the defense of the Claims; and (f) any damages, or proceeding. Any recoveries by a awards, including royalties, incurred or awarded in connection with any Third Party of any sanctions awarded to such Party and against a party asserting a claim being Infringement Claim defended under this Section 7.4 9.5 (Infringement Claims by Third Parties) shall be applied as follows: such recovery shall be applied first to reimburse AbbVie and/or Licensor for its reasonable out-of-pocket costs of defending such claim, suit, or proceedingsborne by VistaGen, and (b) the balance of any VistaGen shall indemnify and hold EverInsight Indemnitee harmless from such recoveries Third Party Infringement Claim pursuant Section 13.1(d). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*] shall be [****], HAS BEEN OMITTED BECAUSE VISTAGEN THERAPEUTICS, INC. [ ] = Certain confidential information contained in this documentHAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO VISTAGEN THERAPEUTICS, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedINC. IF PUBLICLY DISCLOSED.

Infringement Claims by Third Parties. If the manufacture, sale, or use Exploitation of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may is reasonably expected to result in, any claim, suit, suit or proceeding by a Third Party alleging patent infringement by AbbVie (Licensee or any of its Affiliates or its or their Sublicensees, (a "Third Party Infringement Claim"), AbbVie including any defence or counterclaim in connection with an Infringement action initiated pursuant to Section 5.3, the Party first becoming aware of such alleged infringement shall promptly notify Licensor the other Party thereof in writing. AbbVie As between the Parties, Licensee shall have the first right, but not the obligation, to defend and control the defense of be responsible for defending any such claim, suit, suit or proceeding at its own expense (but subject to deduction as provided below)sole cost and expense, using counsel of its own Licensee’s choice. Licensor AstraZeneca may participate in any such claim, suit, suit or proceeding with counsel of its choice at its own sole cost and expense; provided that Licensee shall retain the right to control such claim, suit or proceeding. Without limitation AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of the foregoingattorney solely for such purpose or joining in, if AbbVie finds it necessary or desirable to join Licensor being named as a necessary party to any to, such action, Licensor providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall execute all papers reimburse AstraZeneca for its reasonable and perform such acts as shall be reasonably requiredverifiable costs and expenses incurred in connection therewith. If AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party Licensee shall keep the other Party AstraZeneca reasonably informed of all material developments in connection with any such claim, suit, suit or proceeding. Licensee agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defence of the claims. Any recoveries by a damages, or awards, including royalties incurred or awarded in connection with any Third Party of any sanctions awarded to such Party and against a party asserting a claim being Infringement Claim defended under this Section 7.4 5.4 shall be applied as follows: such recovery shall be applied first to reimburse AbbVie and/or Licensor for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings, and (b) the balance of any such recoveries borne by Licensee. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [*] shall be [**]. [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ***Text Omitted and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2

Infringement Claims by Third Parties. If the manufacture, sale, or use Exploitation of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may is reasonably expected to result in, any claim, suit, suit or proceeding by a Third Party alleging patent infringement by AbbVie (Licensee or any of its Affiliates or its or their Sublicensees, (a "Third Party Infringement Claim"), AbbVie including any defence or counterclaim in connection with an Infringement action initiated pursuant to Section 5.3, the Party first becoming aware of such alleged infringement shall promptly notify Licensor the other Party thereof in writing. AbbVie As between the Parties, Licensee shall have the first right, but not the obligation, to defend and control the defense of be responsible for defending any such claim, suit, suit or proceeding at its own expense (but subject to deduction as provided below)sole cost and expense, using counsel of its own Licensee’s choice. Licensor AstraZeneca may participate in any such claim, suit, suit or proceeding with counsel of its choice at its own sole cost and expense; provided that Licensee shall retain the right to control such claim, suit or proceeding. Without limitation AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set forth in this Section, including where necessary, furnishing a power of the foregoingattorney solely for such purpose or joining in, if AbbVie finds it necessary or desirable to join Licensor being named as a necessary party to any to, such action, Licensor providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall execute all papers reimburse AstraZeneca for its reasonable and perform such acts as shall be reasonably requiredverifiable costs and expenses ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2 incurred in connection therewith. If AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party Licensee shall keep the other Party AstraZeneca reasonably informed of all material developments in connection with any such claim, suit, suit or proceeding. Licensee agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defence of the claims. Any recoveries by a damages, or awards, including royalties incurred or awarded in connection with any Third Party of any sanctions awarded to such Party and against a party asserting a claim being Infringement Claim defended under this Section 7.4 5.4 shall be applied as follows: such recovery shall be applied first to reimburse AbbVie and/or Licensor for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings, and (b) the balance of any such recoveries [*] shall be [*]. [ ] = Certain confidential information contained in this document, marked borne by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedLicensee.

Infringement Claims by Third Parties. If the manufacture, sale, or use Exploitation of a Licensed Compound or Licensed Product in the Field in the Territory pursuant to this Agreement results in, or may is reasonably expected to result in, any claim, suit, suit or proceeding by a Third Party alleging patent infringement by AbbVie (against Licensee or any of its Affiliates or Sublicensees alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers (a Third Party Infringement Claim), AbbVie including any defense or counterclaim in connection with an Infringement action initiated pursuant to Clause 6.3 (Enforcement of Patents), the Party first becoming aware of such alleged infringement shall promptly notify Licensor the other Party thereof in writing. AbbVie As between the Parties, subject to Clause 9 (INDEMNITY), (a) Licensee shall have the first right, but not the obligation, to defend and control the defense of be responsible for defending any such claim, suit, suit or proceeding at its own expense (but subject to deduction as provided below)sole cost and expense, using counsel of its own Licensee’s choice. Licensor , (b) Nabriva may participate in any such claim, suit, suit or proceeding with counsel of its choice at its own sole cost and expense. Without limitation ; provided that Licensee shall retain the right to control such claim, suit or proceeding, (c) Nabriva shall, and shall cause its Affiliates to, assist and co-operate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set forth in this Clause 6.4 (Infringement Claims by Third Parties), including where necessary, furnishing a power of the foregoingattorney solely for such purpose or joining in, if AbbVie finds it necessary or desirable to join Licensor being named as a necessary party to any to, such action, Licensor providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall execute all papers reimburse Nabriva for its reasonable and perform such acts as shall be reasonably required. If AbbVie elects verifiable out-of-pocket costs and expenses incurred in connection therewith, (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringementd) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party Licensee shall keep the other Party Nabriva reasonably informed of all material developments in connection with any such claim, suitsuit or proceeding, (e) Licensee agrees to provide Nabriva with copies of all material pleadings filed in such action and to allow Nabriva reasonable opportunity to participate in the defense of the claims, and (f) any damages, or proceeding. Any recoveries by a awards, including royalties, incurred or awarded in connection with any Third Party of any sanctions awarded to such Party and against a party asserting a claim being Infringement Claim defended under this Section 7.4 Clause 6.4 (Infringement Claims by Third Parties) shall be applied as follows: such recovery shall be applied first to reimburse AbbVie and/or Licensor for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings, and (b) the balance of any such recoveries [*] shall be [*]. [ ] = Certain confidential information contained in this document, marked borne by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedLicensee.

Infringement Claims by Third Parties. If the manufacture, sale, Development or use Commercialization of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may result in, in any claim, suit, suit or proceeding by a Third Party alleging patent infringement by AbbVie (against Licensee or any of its Affiliates or Sublicenseesits or their Sublicensees alleging infringement (a “Third Party Infringement Claim”), AbbVie including any defense or counterclaim in connection with an Infringement action initiated by Licensee or any of its Affiliates pursuant to Section 6.3.2, Licensee shall promptly notify Licensor thereof in writing. AbbVie Except as provided in Section 9.3.2, as between the Parties, Licensor shall have the first right, but not the obligation, right to defend against any such claim, suit or proceeding at its sole cost and control expense, using reputable, outside counsel mutually agreed to by the Parties, such agreement not to be unreasonably withheld, conditioned or delayed, and, with respect to any AstraZeneca Product References in connection with the defense of any such claim, suit, suit or proceeding at its own expense (but subject with respect to deduction as provided below)a Licensed Patent, using counsel only factual statements contained in the approved label for the AstraZeneca Product or otherwise approved by Licensor and MedImmune in writing; provided that Licensee shall respond to any request to use an AstraZeneca Product Reference in connection with any such defense within ten (10) days of its own choicereceipt of such request. Licensor Licensee and MedImmune may participate in any such claim, suit, suit or proceeding with counsel of its choice at its own sole cost and expense; provided that Licensor shall retain the right to control such claim, suit or proceeding. Without limitation Licensee shall, and as necessary shall cause its Affiliates to, assist and cooperate with Licensor, as Licensor may reasonably request from time to time, in connection with its activities set forth in this Section 6.4, including, where necessary, furnishing a power of the foregoingattorney solely for such purpose or joining in, if AbbVie finds it necessary or desirable to join Licensor being named as a necessary party to any to, such action, providing access to relevant documents and other evidence, and making its employees available at reasonable business hours; provided that Licensor shall execute all papers reimburse Licensee for its reasonable and perform such acts as shall be reasonably requiredverifiable out-of-pocket costs and expenses incurred in connection therewith. If AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party shall keep the other Party Licensee reasonably informed of all material developments in connection with any such claim, suit, suit or proceeding. Licensor agrees to provide Licensee with copies of all material pleadings filed in such action and to allow Licensee reasonable opportunity to participate in the defense of the claims. Any recoveries damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended by a Party of any sanctions awarded to such Party and against a party asserting a claim being defended Licensor under this Section 7.4 6.4 shall be applied as follows: such recovery shall be applied first borne by Licensor. If Licensor or its designee does not take commercially reasonable steps to reimburse AbbVie and/or Licensor for its reasonable out-of-pocket costs of defending defend against such claim, suitsuit or proceeding within ninety (90) days following the date upon which Licensor first receives notice or otherwise learns of such Third Party Infringement Claim or, provided such date occurs after Licensor receives notice or proceedingsotherwise learns of such Third Party Infringement Claim, ten (10) Business Days before the time limit, if any, set forth in Applicable Law for filing of such actions, whichever comes first, then (a) Licensor shall so notify Licensee and (b) the balance of any Licensee may defend against such recoveries [*] shall be [*]Third Party Infringement Claim at its sole cost and expense. [ ] = Certain confidential information contained For clarity, except as provided in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933Section 9.3.2, as amendedbetween the Parties, Licensee and its Affiliates shall have and retain the right to defend against any claim, suit or proceeding brought against Licensee or any of its Affiliates.