Common use of Infringement of Third Party Rights Clause in Contracts

Infringement of Third Party Rights. Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties or their Affiliates or subcontractor or sublicense in connection with the Development, Supply or Commercialization of the Product infringes the issued patent rights (or would infringe the claims, if issued, of a pending patent application) of any Third Party in the Territory (“Patent Claims”). In the event of a litigation in accordance with this Section 13.3, the Party not controlling such litigation shall use its best efforts to cooperate fully, including, if required for the purposes of any cross claim or counterclaim, the furnishing of a power of attorney to bring suit in the other Party’s name and/or being named as a party in such suit and as necessary, becoming a client of the other Party’s legal counsel and agreeing that such legal counsel will act solely under the instruction of the other Party and will sign a waiver with such legal counsel to that effect and the Party bringing the action shall keep the other Party and/or their designated legal counsel reasonably informed as to the progress of such action. Neither Party shall enter into any settlement of any litigation, without the prior written consent of the other, such consent not to be unreasonably withheld, delayed or conditioned.

Infringement of Third Party Rights. Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties or their Affiliates or subcontractor or sublicense in connection with the manufacture, Development, Supply importation, use, marketing, offer for sale, or Commercialization of the Product infringes the issued patent rights (or would infringe the claims, if issued, of a pending patent application) sale of any Third Party Proprietary Drug or Licensed Product in the Territory (“Patent Claims”)infringes or may infringe the intellectual property rights of a Third Party. If a Third Party asserts that any of its Patents or other rights are infringed by the manufacture, Commercialization or Development by Roivant or its Affiliates of any Licensed Product in the Territory, Roivant shall have the right but not the obligation to defend against any such assertions [***]. In the event that Roivant elects not to defend against such Third Party claims within [***] of a litigation in accordance with this Section 13.3learning of same, TheraVida shall have the Party right, but not controlling the obligation, to defend against such litigation shall use its best efforts to cooperate fullyan action. In any event, including, if required for the purposes of any cross claim or counterclaim, the furnishing of a power of attorney to bring suit in the other Party’s name and/or being named as a party in such suit and as necessary, becoming a client of the other Party’s legal counsel and agreeing that such legal counsel will act solely under the instruction of the other Party shall cooperate fully and will sign a waiver with such legal counsel shall provide full access to that effect documents, information and witnesses as reasonably requested by the Party bringing the action shall keep the other Party and/or their designated legal counsel reasonably informed as to the progress of defending such action. Neither The Party shall enter into any settlement defending the action will reimburse all Third Party costs incurred in connection with such requested cooperation. Notwithstanding the foregoing, the Parties’ rights and obligations under this Section 9.5 (Infringement of any litigationThird Party Rights), without including payment obligations, will be subject to the prior written consent terms of the other, such consent not to be unreasonably withheld, delayed or conditionedArticle 13 (Indemnification; Liability).

Infringement of Third Party Rights. Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties or their Affiliates or subcontractor or sublicense in connection with the manufacture, Development, Supply or Commercialization of the any Licensed Endolysin or Licensed Product infringes the issued patent rights (or would may infringe the claims, if issued, intellectual property rights of a pending patent application) Third Party. If a Third Party asserts that any of its Patents or other rights are infringed by the manufacture, Commercialization or Development by Lysovant or its Affiliates of any Licensed Product, [***] shall have the [***] to defend against any such assertions at its [***]. If [***] elects not to defend against such Third Party in the Territory (“Patent Claims”)claims within [***] of learning of same, [***] shall [***] to defend against such an action. In the event of a litigation in accordance with this Section 13.3any event, the Party not controlling such litigation shall use its best efforts to cooperate fully, including, if required for the purposes of any cross claim or counterclaim, the furnishing of a power of attorney to bring suit in the other Party’s name and/or being named as a party in such suit and as necessary, becoming a client of the other Party’s legal counsel and agreeing that such legal counsel will act solely under the instruction of the other Party shall cooperate fully and will sign a waiver with such legal counsel shall provide full access to that effect documents, information and witnesses as reasonably requested by the Party bringing the action shall keep the other Party and/or their designated legal counsel reasonably informed as to the progress of defending such action. Neither Party shall enter into any settlement [***]. Notwithstanding the foregoing, the Parties’ rights and obligations under this Section 8.5, including payment obligations, will be subject to the terms of any litigation, without the prior written consent of the other, such consent not to be unreasonably withheld, delayed or conditionedARTICLE 10 (Indemnification).

Infringement of Third Party Rights. Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either Manufacture, Development, importation, use, marketing, offer for sale, or sale of the Parties Compound or their Affiliates or subcontractor or sublicense in connection with the Development, Supply or Commercialization of the Licensed Product infringes the issued patent rights (or would infringe the claims, if issued, of a pending patent application) of any Third Party in the Territory (“Patent Claims”)infringes or may infringe the intellectual property rights of a Third Party. If a Third Party asserts that any of its Patents or other rights are infringed by the Manufacture, Commercialization or Development by Sinovant or its Affiliates of any Licensed Product in the Territory, [****] shall have the right but not the obligation to defend against any such assertions at its sole cost and expense. In the event that [****] elects not to defend against such Third Party claims within [****] ([****]) days of a litigation in accordance with this Section 13.3learning of same, [****] shall have the Party right, but not controlling the obligation, to defend against such litigation shall use its best efforts to cooperate fullyan action. In any event, including, if required for the purposes of any cross claim or counterclaim, the furnishing of a power of attorney to bring suit in the other Party’s name and/or being named as a party in such suit and as necessary, becoming a client of the other Party’s legal counsel and agreeing that such legal counsel will act solely under the instruction of the other Party shall reasonably cooperate and will sign a waiver with such legal counsel shall provide full access to that effect documents, information and witnesses as reasonably requested by the Party bringing the action shall keep the other Party and/or their designated legal counsel reasonably informed as to the progress of defending such action. Neither The Party shall enter into any settlement defending the action will reimburse all Third Party costs incurred in connection with such requested cooperation. Notwithstanding the foregoing, the Parties’ rights and obligations under this Section 9.5 (Infringement of any litigationThird Party Rights), without including payment obligations, will be subject to the prior written consent terms of the other, such consent not to be unreasonably withheld, delayed or conditionedArticle 13 (Indemnification; Liability).

Infringement of Third Party Rights. Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties or their Affiliates or subcontractor or sublicense in connection with the manufacture, Development, Supply or Commercialization of the any Compound or Licensed Product infringes the issued patent rights (or would may infringe the claims, if issued, intellectual property rights of a pending patent application) Third Party. If a Third Party asserts that any of its Patents or other rights are infringed by the manufacture, Commercialization or Development by Licensee or its Affiliates of any Licensed Product, [***] shall have [***] to defend against any such assertions at [***] If [***] elects not to defend against such Third Party in the Territory (“Patent Claims”)claims within [***] of learning of same,[***] shall have [***], to defend against such an action. In the event of a litigation in accordance with this Section 13.3any event, the Party not controlling such litigation shall use its best efforts to cooperate fully, including, if required for the purposes of any cross claim or counterclaim, the furnishing of a power of attorney to bring suit in the other Party’s name and/or being named as a party in such suit and as necessary, becoming a client of the other Party’s legal counsel and agreeing that such legal counsel will act solely under the instruction of the other Party shall cooperate fully and will sign a waiver with such legal counsel shall provide full access to that effect documents, information and witnesses as reasonably requested by the Party bringing the action shall keep the other Party and/or their designated legal counsel reasonably informed as to the progress of defending such action. Neither Party shall enter into any settlement [***] Notwithstanding the foregoing, the Parties’ rights and obligations under this Section 8.5 (Infringement by Third Parties), including payment obligations, will be subject to the terms of any litigationARTICLE 10 (Indemnification). EXECUTION VERSION Certain confidential information contained in this document, without marked by [***], has been omitted because Roivant Sciences Ltd. (the prior written consent of “Company”) has determined that the other, such consent information (i) is not material and (ii) would likely cause competitive harm to be unreasonably withheld, delayed or conditionedthe Company if publicly disclosed.

Infringement of Third Party Rights. If the sale of any Product by a Party is determined or alleged to infringe, or if a Party receives notice of or is sued for infringement of, a Patent owned or licensed by a Third Party, the Parties shall meet to discuss what action should be taken if such infringement claim is based on the use of EIS or any Epitope contained in the Existing Library in the development, manufacture, sale or use of the Product. Each Party shall promptly notify have the other first right in writing its sole discretion to control at its own expense the defense of any allegation all charges of infringement by a Third Party that the activity of either of the Parties or their Affiliates or subcontractor or sublicense in connection with the Development, Supply or Commercialization of the Product infringes the issued patent rights (or would infringe the claims, if issued, of a pending patent application) of any Third Party arising as a result of its development, manufacture, use, sale or commercialization of its Products. The other Party shall have the right to be represented by counsel of its own selection, at its own expense, in any such action that may impact its rights to EIS or any Epitope contained in the Territory (“Patent Claims”)Existing Library, and shall cooperate fully in the defense of such suit, including furnishing to the other Party all relevant evidence and assistance in its control. In The Party controlling the event of a litigation in accordance with this Section 13.3, the Party not controlling such litigation shall use its best efforts to cooperate fully, including, if required for the purposes defense of any cross claim such infringement action may not settle the action or counterclaim, the furnishing of a power of attorney otherwise consent to bring suit in the other Party’s name and/or being named as a party an adverse judgment in such suit and as necessary, becoming a client of action if such settlement or judgment would diminish the other Party’s legal counsel and agreeing that such legal counsel will act solely under the instruction rights or interest of the other Party and will sign a waiver with such legal counsel to that effect and the Party bringing the action shall keep the other Party and/or their designated legal counsel reasonably informed as to the progress of such action. Neither Party shall enter into any settlement of any litigation, without the prior written consent of the otherother Party, such which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed.

Infringement of Third Party Rights. Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity manufacture, Development, or Commercialization of either any Gene Therapy or Licensed Product infringes or may infringe the intellectual property rights of a Third Party. If a Third Party asserts that any of its Patents or other rights are infringed by the Parties manufacture, Commercialization or their Development by Licensee or its Affiliates or subcontractor or sublicense of any Licensed Product, Licensee shall have the right, but not the obligation, to defend against any such assertions at its sole cost and expense. If Licensee elects not to defend against such Third Party claims within [***] of learning of same, Licensor shall have the right, but not the obligation, to defend against such an action. In any event, the other Party shall cooperate fully and shall provide full access to documents, information and witnesses as reasonably requested by the Party defending such action. The Party defending the action will reimburse all reasonable, out-of-pocket costs incurred in connection with such requested cooperation. Notwithstanding the Developmentforegoing, Supply or Commercialization of the Product infringes the issued patent Parties’ rights (or would infringe the claims, if issued, of a pending patent application) of any Third Party in the Territory (“Patent Claims”). In the event of a litigation in accordance with and obligations under this Section 13.38.5 (Infringement by Third Parties), the Party not controlling such litigation shall use its best efforts to cooperate fullyincluding payment obligations, including, if required for the purposes of any cross claim or counterclaim, the furnishing of a power of attorney to bring suit in the other Party’s name and/or being named as a party in such suit and as necessary, becoming a client of the other Party’s legal counsel and agreeing that such legal counsel will act solely under the instruction of the other Party and will sign a waiver with such legal counsel to that effect and the Party bringing the action shall keep the other Party and/or their designated legal counsel reasonably informed as be subject to the progress terms of such action. Neither Party shall enter into any settlement of any litigation, without the prior written consent of the other, such consent not to be unreasonably withheld, delayed or conditionedARTICLE 10 (Indemnification).

Infringement of Third Party Rights. Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties or their Affiliates or subcontractor or sublicense in connection with the manufacture, Development, Supply importation, use, marketing or Commercialization of the Product infringes the issued patent rights (or would infringe the claims, if issued, of a pending patent application) sale of any Third Party Compound or Licensed Product in the Territory (“Patent Claims”)infringes or may infringe the intellectual property rights of a Third Party. If a Third Party asserts that any of its Patents or other rights are infringed by the manufacture, Commercialization or Development by Roivant or its Affiliates of any Licensed Product in the Territory, Roivant shall have the right but not the obligation to defend against any such assertions at its sole cost and expense. In the event that Roivant elects not to defend against such Third Party claims within [*] of a litigation in accordance with this Section 13.3learning of same, HanAll shall have the Party right, but not controlling the obligation, to defend against such litigation shall use its best efforts to cooperate fullyan action. In any event, including, if required for the purposes of any cross claim or counterclaim, the furnishing of a power of attorney to bring suit in the other Party’s name and/or being named as a party in such suit and as necessary, becoming a client of the other Party’s legal counsel and agreeing that such legal counsel will act solely under the instruction of the other Party shall cooperate fully and will sign a waiver with such legal counsel shall provide full access to that effect documents, information and witnesses as reasonably requested by the Party bringing the action shall keep the other Party and/or their designated legal counsel reasonably informed as to the progress of defending such action. Neither The Party shall enter into any settlement defending the action will reimburse all Third Party costs incurred in connection with such requested cooperation. Notwithstanding the foregoing, the Parties’ rights and obligations under this Section 8.5 (Infringement by Third Parties), including payment obligations, will be subject to the terms of any litigation, without the prior written consent of the other, such consent not to be unreasonably withheld, delayed or conditionedArticle 10 (Indemnification).

Infringement of Third Party Rights. Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties Party pursuant to this Agreement infringes or their Affiliates or subcontractor or sublicense in connection with the Development, Supply or Commercialization of the Product infringes the issued patent rights (or would may infringe the claims, if issued, intellectual property rights of a pending such Third Party. Neither Party shall have the right to settle any patent application) of any Third Party in the Territory (“Patent Claims”). In the event of a infringement litigation in accordance with under this Section 13.3, ‎9.4 in a manner that diminishes the Party not controlling such litigation shall use its best efforts to cooperate fully, including, if required for the purposes of any cross claim rights or counterclaim, the furnishing of a power of attorney to bring suit in the other Party’s name and/or being named as a party in such suit and as necessary, becoming a client of the other Party’s legal counsel and agreeing that such legal counsel will act solely under the instruction interests of the other Party and will sign a waiver with without the written consent of such legal counsel other Party (which shall not be unreasonably withheld). Subject to that effect and Section ‎11, the Party bringing for which the infringement action is brought against (the “Accused Party”) shall have the right to direct and control the defense of such infringement action, at its own expense with counsel of its choice; provided, however, that the other Party may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the Accused Party agrees to keep the other Party and/or their designated legal counsel reasonably informed as of all material developments in connection with any such infringement action for which the Accused Party exercises its right to direct and control the progress defense. Subject to Section ‎11, if the Accused Party does not exercise its right to direct and control the defense of such action. Neither an infringement action that is brought against the Accused Party, then the other Party shall enter into any settlement have such right and it shall agree to keep the Accused Party reasonably informed of any litigation, without the prior written consent of the other, all material developments in connection with such consent not to be unreasonably withheld, delayed or conditionedinfringement action.