Common use of Infringement of Third Party Patents Clause in Contracts

Infringement of Third Party Patents. (a) If a third party asserts that a patent or other proprietary right owned by it is infringed by the manufacture, use, importation, offer for sale or sale of a Licensed Product in the Field and in the Territory and such alleged infringement arises in whole or in part from Alcon's use of the Pharmacyclics Technology (a "Claim"), the Party against whom such a Claim was asserted shall immediately provide the other Party notice of such Claim and the related facts in reasonable detail. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such action. The other Party shall cooperate in connection therewith and shall have the right to be represented separately by counsel of its own choice, at its own expense. The entity (whether Pharmacyclics or Alcon) that controls the defense of such a Claim with respect to the Licensed Product in the Field and in the Territory shall also have the right to control settlement of such Claim; provided, however, that no settlement shall be entered into without the consent of the other Party. To the extent that any of the costs set forth in clauses (i), (ii) or (iii) of this sentence are attributable to infringement arising from Alcon's use of the Pharmacyclics Technology, Alcon shall have the right to deduct from and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement of such Claim in order to continue to exercise Alcon's license rights as set forth in this Agreement. Notwithstanding the foregoing, in no event shall royalties owed Pharmacyclics under Section 4.4(a) be reduced by more than (*) in any given royalty period.

Infringement of Third Party Patents. (a) If Each Party shall promptly send the other Party a copy of any notice or communication from a third party asserts that a patent alleging any infringement or other proprietary right owned by it is infringed by the manufacture, use, importation, offer for sale or sale violation of a Licensed Product in the Field and in the Territory and such alleged infringement arises in whole or in part from Alconthird party's use of the Pharmacyclics Technology intellectual property rights (a "Claim`Notice"). Licensor shall have the first right, but shall not be obligated, to respond to the Party against whom such a Claim was asserted Notice. If Licensor does not elect to respond, Licensor shall immediately provide promptly inform Licensee and permit it to respond to the other Party notice of such Claim and Notice. Licensee shall have the related facts right, but shall not be obligated, to take any legal action at its own expense in reasonable detailresponse to the Notice. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such action. The other Party shall cooperate in connection therewith and Licensee shall have the right to name Licensor as a party in connection with any action in response to the Notice. Each Party shall cooperate fully with the other Party in any action resulting from or in connection with the Notice. Unless the Parties are separately defending themselves, the Party defending any such proceedings shall have sole control of such proceedings and shall bear the reasonable expenses (excluding all legal fees) incurred by the other Party in providing such assistance and cooperation as is requested pursuant to this paragraph. The Party defending such proceedings shall consult with and keep the other Party informed of the progress of such proceedings, including, without limitation, furnishing copies of communications, pleadings and other documents and keeping the other Party informed of settlement efforts and developments, and such other Party shall be represented separately by entitled to participate with counsel of its own choice, in such proceedings but at its own expense. The entity (whether Pharmacyclics or Alcon) that controls the defense If Licensee defends such proceedings, it may offset its reasonable expenses, including reasonable legal expenses, incurred in regard thereto against any payments owed to Licensor under Article 3 of such a Claim with respect to the Licensed Product in the Field and in the Territory shall also have the right to control settlement of such Claim; this Agreement, provided, however, that no settlement such payment shall be entered into reduced by more than fifty percent (50%) by any such offset, although Licensee may carry offsets forward to set off against future payments due under Article 3 on the same fifty percent (50%) per payment basis. Licensee shall continue to perform its reporting obligations under Article 9 and otherwise continue to perform its obligations hereunder. Neither Party shall settle any infringement, misappropriation, or other claim subject to this Article 23 without the consent of the other Party, which consent shall not be unreasonably withheld, if it would adversely affect Licensee's rights hereunder. To the extent that If any Invention claimed in a Licensed Patent or any Licensed Know-how is covered by an issued patent or other intellectual property right held by one or more third parties and it becomes necessary for Licensee to obtain a license from such third party or parties under such patent, and/or other intellectual property right and accordingly to pay royalties to such third party(ies) with respect to any Net Sale of any Licensed Product, then Licensee may reduce any royalty otherwise due Licensor by one-half (1/2) of the costs set forth amount of royalty payment due to such third party, but in clauses no event to less than one-half (i), (ii) or (iii1/2) of this sentence are attributable the royalty which may then be due to infringement arising from Alcon's use of the Pharmacyclics TechnologyLicensor. In addition, Alcon shall have the right to deduct from and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are if Licensee is required to pay any an upfront or similar fee to any third party(ies), Licensor shall share in the payment of any such consideration which involves more than a running royalty as follows. If, for example, Licensee is required to pay an upfront fee of $1 Million to a third party, the royalty payments then due Licensor shall be reduced by half until one-half of the upfront fee ($500,000) has been recouped by Licensee. If Licensor is required to pay any damages (i.e., something other than prospective royalties and an upfront or similar fee) to the third party, Licensor shall be responsible for the payment of any such damages to the third party in settlement and shall be permitted to recoup one-half (1/2) of such Claim in order payment from Licensor as follows. If, for example, Licensee is required to continue pay damages of S1 Million to exercise Alconthe third party, Licensor's license rights royalty payments otherwise due under this Agreement shall be reduced by half until fifty percent (50%) of the damages ($500,000) have been recouped by Licensee. Except as set forth below, any reduction of royalties due Licensor as a result of a recoupment of running royalties, upfront fees, and damages in the aggregate arising out of a third party claim of infringement or violation of intellectual property rights under this Agreement. Notwithstanding the foregoing, in no event Section shall royalties owed Pharmacyclics under Section 4.4(a) be reduced not reduce any single royalty payment otherwise due Licensor hereunder by more than fifty percent (*50%), but Licensee may carry unrecovered amount forward to be set off against future payments of royalties due on the same fifty percent (50%) per payment basis. In the event of any alleged claim of infringement, breach of contract, or other potential cause of action by UKRF relating to the UKRF Licenses, Licensor shall take any action which Licensee may reasonably request to maintain Licensee's rights to any intellectual property rights licensed to Licensor under the UKRF Licenses (the "UKRF Rights"), including, without limitation, making any royalty or other payments ("Payment(s)") that Licensee reasonably determines, on the basis of a written opinion of reputable outside patent counsel (which, together with any other relevant information, is disclosed by Licensee to Licensor at the time of such determination), are necessary to maintain such rights or to avoid termination or infringement of such rights; provided, however, that nothing in this paragraph shall prevent Licensor from disputing in good faith any such claim of infringement or other violation. Furthermore, Licensor shall provide Licensee with a copy of any notice of default or breach received by Licensor which relates in any given royalty periodway to the UKRF Rights within five (5) business days of receipt of such notice. If Licensor fails to make any Payment before any applicable cure period has expired, Licensee may make such Payment in Licensor's name and on Licensor's behalf before such cure period expires, and Licensee may fully recover any Payment made by Licensee under this paragraph at the applicable rate described in the next paragraph. Licensor's remedy for recovering Payments made by Licensee to any third party pursuant to this paragraph shall be limited to recovery from such third party and not Licensee.

Infringement of Third Party Patents. (a) If Each of the Parties shall promptly, but in any event no later than [**] ([**]) [**] after receipt of notice thereof, notify the other Party in writing in the event of any claims by a third party asserts that a Third Party of alleged patent infringement by Ono or other proprietary right owned by it is infringed by Onyx or any of their respective Affiliates or, solely with respect to Onyx, its licensees and sublicensees, with respect to the research, development, manufacture, use, importationsale, offer for sale or sale importation of a Licensed Compound or Product in (each, an “Infringement Claim”). If each of the Field and Parties cannot settle such Infringement Claim with the appropriate Third Parties within [**] ([**]) [**] after the receipt of the notice pursuant to this Section 9.4.1, then in the Territory Ono shall be deemed the “Responsible Party”, and outside the Territory Onyx shall be deemed the “Responsible Party” with respect to controlling the defense of such alleged infringement arises Infringement Claim, in whole or in part from Alcon's use which case, such Responsible Party shall be responsible for the costs, including attorney fees, related to such Infringement Claim. If such Responsible Party declines to assume control of the Pharmacyclics Technology (a "defense of such Infringement Claim"), the then such Responsible Party against whom such a Claim was asserted shall immediately provide an explanation to the other Party notice of regarding its decision to decline to assume control, and such Claim and the related facts in reasonable detail. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such action. The other Party shall cooperate in connection therewith and shall have the right to be represented separately by counsel of its own choiceassume such defense, at its own such other Party’s expense. The entity (whether Pharmacyclics or Alcon) that controls Upon request of the Party controlling the defense of any such a Claim action, the other Party may join in any such litigation and will have the obligation to reasonably cooperate with the controlling Party (including giving testimony and producing documents lawfully requested, and using its reasonable efforts to make available to the other such employees who may be helpful with respect to the Licensed Product in the Field and in the Territory such suit, investigation, claim or other proceeding). The controlling Party shall also have the exclusive right to control settlement of such settle any Infringement Claim; provided, however, that no settlement shall be entered into without the consent of with the other Party’s consent, which shall not be unreasonably withheld. To [ ** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the extent that any Securities and Exchange Commission pursuant to Rule 24b-2 of the costs set forth in clauses (i)Securities Exchange Act of 1934, (ii) or (iii) of this sentence are attributable to infringement arising from Alcon's use of the Pharmacyclics Technology, Alcon shall have the right to deduct from and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement of such Claim in order to continue to exercise Alcon's license rights as set forth in this Agreement. Notwithstanding the foregoing, in no event shall royalties owed Pharmacyclics under Section 4.4(a) be reduced by more than (*) in any given royalty periodamended.

Infringement of Third Party Patents. Each of the Parties shall promptly, but in any event no later than [***] days after receipt of notice thereof, notify the other Party in writing in the event of any claims by a Third Party of alleged patent infringement by AKP or VectivBio or any of their respective Affiliates or Sublicensees (ain the case of AKP) If a third party asserts that a patent or other proprietary right owned by it is infringed by VectivBio Product Sublicensees (in the case of VectivBio) with respect to the research, development, manufacture, use, importationsale, offer for sale or sale importation of a Licensed Product (each, an “Infringement Claim”). With respect to any Infringement Claim in the Field Territory, VectivBio shall assume, at its own cost, control of the defense of any Infringement Claim relating to the composition of matter of, or method of using, the Compound, or preparation, formulation, dual chamber syringe, kit or manufacturing process of such Compound or the Product (including Infringement Claim regarding Manufacturing of, and supply to AKP of, the Compound and the Product by or on behalf of VectivBio or its Affiliates for Development Activities, the Medical Affairs Activities or commercial sale in the Territory), and AKP shall assume, at its own cost, control of the defense of any other Infringement Claim regarding Development or Commercialization Activities conducted by AKP hereunder. The non-controlling Party, upon request of the controlling Party, agrees to join in any such litigation at the controlling Party’s expense, and in any event agrees to reasonably cooperate with the Territory and such alleged infringement arises in whole or in part from Alcon's use of the Pharmacyclics Technology (a "Claim"), the Party against whom such a Claim was asserted shall immediately provide the other Party notice of such Claim and the related facts in reasonable detail. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such actioncontrolling Party. The other non-controlling Party shall cooperate in connection therewith and shall will have the right to consult with the controlling Party concerning such Infringement Claim and to participate in and be represented separately by independent counsel of its own choice, at its own expense. The entity (whether Pharmacyclics or Alcon) that controls the defense of such a Claim with respect to the Licensed Product in the Field and in the Territory controlling Party shall also have the exclusive right to control settlement of such Claim; provided, however, that no settlement shall be entered into settle any Infringement Claim without the consent of the other non-controlling Party. To , unless such settlement shall have a material adverse impact on the extent that any non-controlling Party (in which case the consent of the costs set forth in clauses non-controlling Party shall be required). For purposes of this Section 10.4.1, any settlement that would involve the waiver of rights (i), (ii) or (iiiincluding the rights to receive payments) of this sentence are attributable to infringement arising from Alcon's use of the Pharmacyclics Technology, Alcon non-controlling Party shall have the right to deduct from and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement of such Claim in order to continue to exercise Alcon's license rights as set forth in this Agreement. Notwithstanding the foregoing, in no event shall royalties owed Pharmacyclics under Section 4.4(a) be reduced by more than (*) in any given royalty period.be

Infringement of Third Party Patents. (a) If Each of the Parties shall promptly, but in any event no later than [*] ([*]) [*] after receipt of notice thereof, notify the other Party in writing in the event of any claims by a third party asserts that a patent Third Party of alleged Patent infringement by Ono or Onyx or any of their respective Affiliates or, solely with respect to Onyx, its licensees (other proprietary right owned by it is infringed by than Ono) and sublicensees, with respect to the research, development, manufacture, use, importationsale, offer for sale or sale importation of a Licensed Compound or Product in (each, an “Infringement Claim”). If each of the Field and Parties cannot settle such Infringement Claim with the appropriate Third Parties within [*] ([*]) [*] after the receipt of the notice pursuant to this Section 9.4.1(a), then in the Territory Ono shall be deemed the “Responsible Party”, and outside the Territory Onyx shall be deemed the “Responsible Party” with respect to controlling the defense of such alleged infringement arises Infringement Claim, in whole or in part from Alcon's use which case, such Responsible Party shall be responsible for the costs, including attorney fees, related to such Infringement Claim. If such Responsible Party declines to assume control of the Pharmacyclics Technology (a "defense of such Infringement Claim"), the then such Responsible Party against whom such a Claim was asserted shall immediately provide an explanation to the other Party notice of regarding its decision to decline to assume control, and such Claim and the related facts in reasonable detail. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such action. The other Party shall cooperate in connection therewith and shall have the right to be represented separately by counsel of its own choiceassume such defense, at its own such other Party’s expense. The entity (whether Pharmacyclics or Alcon) that controls Upon request of the Party controlling the defense of any such a Claim action, the other Party may join in any such litigation and will have the obligation to reasonably cooperate with the controlling Party (including giving testimony and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. producing documents lawfully requested, and using its reasonable efforts to make available to the other such employees who may be helpful with respect to the Licensed Product in the Field and in the Territory such suit, investigation, claim or other proceeding). The controlling Party shall also have the exclusive right to control settlement of such settle any Infringement Claim; provided, however, that no settlement shall be entered into without the consent of with the other Party. To the extent that any of the costs set forth in clauses (i)’s consent, (ii) or (iii) of this sentence are attributable to infringement arising from Alcon's use of the Pharmacyclics Technology, Alcon which shall have the right to deduct from and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement of such Claim in order to continue to exercise Alcon's license rights as set forth in this Agreement. Notwithstanding the foregoing, in no event shall royalties owed Pharmacyclics under Section 4.4(a) not be reduced by more than (*) in any given royalty periodunreasonably withheld.

Infringement of Third Party Patents. (a) If Chugai, or any of its ----------------------------------- Sublicensees shall be sued by a third party asserts that for infringement of a third party's patent or other proprietary right owned by it is infringed by rights in the manufacture, use, importation, offer for sale Territory because of the use or sale of a Licensed the Compound, the Product and/or the Finished Product, Chugai shall promptly notify CTIT in writing of such suit, and the Parties shall consult together to agree upon the course of action to be taken. Unless otherwise agreed, in the Field and case of legal proceedings in the Territory and such alleged infringement arises in whole or in part from Alcon's use of Territory, Chugai may, if it so elects, control the Pharmacyclics Technology (a "Claim"), the Party against whom such a Claim was asserted shall immediately provide the other Party notice defense of such Claim and the related facts suit with its own choice of counsel at its own expense, in reasonable detail. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such action. The other Party shall cooperate in connection therewith and which event CTIT shall have the right to be represented separately by advisory counsel of its own choice, selection at its own expense, and CTIT shall reasonably co-operate in the defense of such suit and furnish to Chugai all evidence and assistance in its control. The entity (whether Pharmacyclics or Alcon) In the event that Chugai controls the defense of such a Claim with respect suit as provided above, Chugai shall not enter into any agreement which: (i) extends or purports to exercise Chugai's rights under the Licensed Product in Technology beyond the Field and in the Territory shall also have the right rights granted pursuant to control settlement of such Claimthis Agreement; provided, however, that no settlement shall be entered into without the consent of the other Party. To the extent that any of the costs set forth in clauses (i), or (ii) makes any admission regarding (a) wrongdoing on the part of CTIT, or (iiib) the invalidity, unenforceability or absence of this sentence are attributable infringement of any Licensed Patent Rights or patent claiming an Invention; in all cases without the prior written consent of CTIT. If Chugai, in the case of legal proceedings in the Territory, does not elect within thirty (30) days after receiving notice of suit to infringement arising from Alcon's use so control the defense of the Pharmacyclics Technologysuch suit, Alcon CTIT may undertake such control at its own expense, in which event Chugai shall have the right to deduct from be represented by advisory counsel of its own selection at its own expense, and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), shall co-operate fully in the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement defense of such Claim suit and furnish to CTIT all evidence and assistance in order to continue to exercise Alcon's license rights as set forth its control. The Parties shall cooperate with each other in this Agreement. Notwithstanding the foregoingconnection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in no event shall royalties owed Pharmacyclics under Section 4.4(a) be reduced by more than (*) in connection with any given royalty periodsuch claim, suit or proceeding.