Common use of Litigation Control Clause in Contracts

Litigation Control. Except as otherwise set forth in, and subject to, Section 6.2.b(ii), the Party pursuing or controlling any action or defense under Section 6.2, 6.3, or 6.4 (the “Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that (i) the Controlling Party shall, to the extent reasonably practicable, consult with the other Party (the “Secondary Party”) prior to entering into any settlement or voluntary disposition thereof, (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) subjects the Secondary Party to any non-indemnified liability or obligation or (2) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in advance and in writing by the Secondary Party, (iii) any settlement, consent judgment or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability of, or otherwise may materially adversely affect, any MP Patents shall not be entered into, consented to, approved, or agreed upon without the Secondary Party’s prior written approval, such approval not to be unreasonably withheld, and (iv) any settlement, consent judgment or other voluntary disposition of such actions that would reasonably be expected to materially adversely affect any Patents owned, controlled or licensed by Cempra, any Affiliate thereof, any Sublicensee, or any Product Partner, or the ability of Cempra, any Affiliate thereof, any Sublicensee, or any Product Partner to Manufacture, Develop or Commercialize the Compound or any Products shall not be entered into, consented to, approved, or agreed upon by MP or any Affiliate thereof without Cempra’s prior written consent, provided that the foregoing shall not be construed to prevent Harvard from entering into any settlement, consent judgment, or other voluntary disposition of any matter concerning any infringement of the Harvard Patents. Except as otherwise set forth in, and subject to, Section 6.2.b(ii), any recovery or damages received by the Controlling Party with respect to the infringement of the rights to MP Patents granted under this Agreement, or in settlement of any matter subject to Section 6.2, 6.3, or 6.4, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action or settlement, and the remainder shall be split [*] percent ([*]%) to the Controlling Party and [*] percent ([*]%) to the Secondary Party. Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any proceeding governed by this Section 6.5.

Litigation Control. Except as otherwise set forth in, and subject to, Section 6.2.b(ii), the The Party pursuing or controlling any action action, defense, or defense settlement under Section 6.29.2, 6.3, 9.3 or 6.4 9.4 (the “Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that (i) the Controlling Party shall, to the extent reasonably practicable, shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement or voluntary disposition thereofof any such matter, (ii) any settlement, consent judgment settlement or other voluntary disposition of such actions which (1) subjects the Secondary Party to any non-indemnified liability or obligation or (2) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in advance and in writing by the Secondary Party, and (iii) any settlement, consent judgment or other voluntary disposition of such actions which [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. would reasonably be anticipated by the Controlling Party to materially limits limit the scope, validity, or enforceability of, or otherwise may materially and adversely affect, any MP Patents Cempra Patents, or Toyama’s ability to Develop, manufacture, or Commercialize any Licensed Products in the Field in the Territory, shall not be entered into, consented to, approved, or agreed upon without the Secondary Party’s prior written approval, such approval not to be unreasonably withheld. With respect to clause (ii) above, and the Secondary Party shall provide the Controlling Party notice of its approval or denial of such approval within [*] Calendar Days of any request for such approval by the Controlling Party, provided that (ivX) any settlementin the event Secondary Party wishes to deny such approval, consent judgment such notice shall include a written description of Secondary Party’s reasonable objections to the proposed settlement or other voluntary disposition of and (Y) Secondary Party shall be deemed to have approved such actions that would reasonably be expected to materially adversely affect any Patents owned, controlled or licensed by Cempra, any Affiliate thereof, any Sublicensee, or any Product Partner, or the ability of Cempra, any Affiliate thereof, any Sublicensee, or any Product Partner to Manufacture, Develop or Commercialize the Compound or any Products shall not be entered into, consented to, approved, or agreed upon by MP or any Affiliate thereof without Cempra’s prior written consent, provided that the foregoing shall not be construed to prevent Harvard from entering into any settlement, consent judgment, proposed settlement or other voluntary disposition of any matter concerning any infringement of in the Harvard Patentsevent it fails to provide such notice within such [*] Calendar Day period. Except as otherwise set forth inAny recovery, and subject todamages, Section 6.2.b(ii), any recovery or damages amounts in settlement received by the Controlling Party with respect to the alleged, actual, or potential infringement of the rights to MP Cempra Patents granted in the Territory in the Field under this Agreement, or in any settlement of any matter subject to Section 6.2, 6.3, or 6.4agreement entered into with respect thereto, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action or settlement, and the remainder shall be split (i) in the event Cempra is the Controlling Party, [*] percent ([*]%) to each Party and (ii) in the event Toyama is the Controlling Party Party, [*] percent ([*]%) to Toyama and [*] percent ([*]%) to Cempra, with the Controlling Party promptly paying the applicable amount to the Secondary Party; any recovery, damages, or amounts in settlement received by the Controlling Party with respect to any other alleged, actual, or potential infringement of the Cempra Patents, or settlement entered into with respect thereto, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action or settlement, and the remainder shall be retained entirely by Cempra (in the event of any action, settlement, or voluntary disposition entered into by Cempra) or paid to Cempra by Toyama (in the event of any action, settlement, or voluntary disposition entered into by Toyama). Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any proceeding governed by this Section 6.59.5.

Litigation Control. Except as otherwise set forth in, and subject to, Section 6.2.b(ii), the Party The party pursuing or controlling any action or defense under Section 6.2, 6.3, 9.3(c) or 6.4 9.3(d) (the “Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that (i) the Controlling Party shall, to the extent reasonably practicable, shall consult with the other Party party (the “Secondary Party”) prior to entering into any settlement or voluntary disposition thereof, (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) subjects the Secondary Party to any non-indemnified liability or obligation or (2) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in advance and in writing by the Secondary Party, such approval not to be unreasonably withheld, and (iii) any settlement, consent judgment or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability of, or otherwise may materially adversely affect, any MP Patents Licensed Patents, or that may relate in any material way to the use of the Active Ingredient outside the Field, shall not be entered into, consented to, approved, or agreed upon without the Secondary PartyLICENSOR’s prior written approval. With respect to clause (ii) above, the Secondary Party shall provide the Controlling Party notice of its approval or denial of such approval not to be unreasonably withheld, and (iv) within [*] of any settlement, consent judgment or other voluntary disposition of request for such actions that would reasonably be expected to materially adversely affect any Patents owned, controlled or licensed approval by Cempra, any Affiliate thereof, any Sublicensee, or any Product Partner, or the ability of Cempra, any Affiliate thereof, any Sublicensee, or any Product Partner to Manufacture, Develop or Commercialize the Compound or any Products shall not be entered into, consented to, approved, or agreed upon by MP or any Affiliate thereof without Cempra’s prior written consentControlling Party, provided that (X) in the foregoing event Secondary Party wishes to deny such approval, such notice shall not be construed include a written description of Secondary Party’s reasonable objections to prevent Harvard from entering into any the proposed settlement, consent judgment, or other voluntary disposition of any matter concerning any infringement of and (Y) Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the Harvard Patentsevent it fails to provide such notice within such [*] period. Except as otherwise set forth in, and subject to, Section 6.2.b(ii), any Any recovery or damages received by the Controlling Party with respect to the infringement of the rights to MP Licensed Patents granted under this Agreement, or in settlement defence of any matter subject to Section 6.2, 6.3, or 6.4Invalidation Proceeding concerning any Licensed Patent(s) under this Agreement, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action or settlementaction, and the remainder (X) shall be split [*] percent ([*]%) to the Controlling Party and [*] percent ([*]%) to the Secondary Party. Any recovery or damages received by the Controlling Party with respect to any other infringement of the Licensed Patents (i.e. outside the scope of rights granted under this Agreement) shall be used first to reimburse the Parties for unreimbursed reasonable, documented out of pocket or external expenses incurred in connection with such action, and the remainder shall be retained by LICENSOR (in the event of any action, settlement, or voluntary disposition entered into by LICENSOR) or paid to LICENSOR by LICENSEE (in the event of any action, settlement, or voluntary disposition entered into by LICENSEE). Notwithstanding the foregoing, and subject to Section 9.3(d), the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any proceeding governed by this Section 6.59.3(e), except that LICENSEE, if it is the Secondary Party with respect to the defence of any Invalidation Proceeding, shall not be entitled to such representation or any other participation in such Invalidation Proceeding except to the extent permitted by LICENSOR in writing.

Litigation Control. Except as otherwise set forth in, and subject to, Section 6.2.b(ii), the The Party pursuing or controlling any action or defense under Section 6.2, 6.3, or 6.4 Article 3.2 (the “Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that (i) the Controlling Party shall, to the extent reasonably practicable, shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement or voluntary disposition thereof, thereof and (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) materially limits the scope, validity, or enforceability of any SH Patent Rights, (2) subjects the Secondary Party to any non-indemnified liability or obligation obligation, or (23) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in advance and in writing by the Secondary Party, (iii) any settlement, consent judgment . The Secondary Party shall provide the Controlling Party notice of its approval or other voluntary disposition denial of such actions which materially limits approval within ten (10) business days of any request for such approval by the scopeControlling Party, validityprovided that (i) in the event Secondary Party wishes to deny such approval, or enforceability of, or otherwise may materially adversely affect, any MP Patents such notice shall not be entered into, consented to, approved, or agreed upon without the include a written description of Secondary Party’s prior written approval, such approval not reasonable objections to be unreasonably withheld, and (iv) any settlement, consent judgment or other voluntary disposition of such actions that would reasonably be expected to materially adversely affect any Patents owned, controlled or licensed by Cempra, any Affiliate thereof, any Sublicensee, or any Product Partner, or the ability of Cempra, any Affiliate thereof, any Sublicensee, or any Product Partner to Manufacture, Develop or Commercialize the Compound or any Products shall not be entered into, consented to, approved, or agreed upon by MP or any Affiliate thereof without Cempra’s prior written consent, provided that the foregoing shall not be construed to prevent Harvard from entering into any proposed settlement, consent judgment, or other voluntary disposition of any matter concerning any infringement of and (ii) Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the Harvard Patentsevent it fails to provide such notice within such ten (10) business day period. Except as otherwise set forth in, and subject to, Section 6.2.b(ii), any Any recovery or damages received by the Controlling Party with respect to the infringement of the rights SH Patent Rights as they relate to MP Patents granted under this Agreement, or in settlement of any matter subject to Section 6.2, 6.3, or 6.4, Licensed Products shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action or settlementaction, and the remainder shall be split [*] percent ([*]%) 90% to the Controlling Party and [*] percent ([*]%) 10% to the Secondary Party. Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any proceeding governed by this Section 6.5such proceeding.

Litigation Control. Except as otherwise set forth in, and subject to, Section 6.2.b(ii), the The Party pursuing or controlling any action or defense under Section 6.2, 6.3, or 6.4 9.2 (the “Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that Licensee: Aeglea BioTherapeutics, Inc. CONFIDENTIALExclusive PLA The University of Texas at Austin Page 18 Agreement No. PM1401501 US 4915892v.1 (i) the Controlling Party shall, to the extent reasonably practicable, shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement or voluntary disposition thereof, (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) subjects the Secondary Party to any non-indemnified liability or obligation or (2) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in advance and in writing by the Secondary Party, (iii) any settlement, consent judgment or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability of, or otherwise may materially adversely affect, any MP Patents Patent Rights shall not be entered into, consented to, approved, or agreed upon without the Secondary other Party’s prior written approval, such approval not to be unreasonably withheld, and (iv) any settlement, consent judgment or other voluntary disposition of such actions that would reasonably be expected to materially adversely affect any Patents owned, controlled or licensed by Cempra, any Affiliate thereof, any Sublicensee, or any Product Partner, the Patent Rights or the ability of CempraLicensee to manufacture, any Affiliate thereofuse, any Sublicensee, market or any Product Partner to Manufacture, Develop or Commercialize the Compound or any sell Licensed Products shall not be entered into, consented to, approved, or agreed upon by MP or any Affiliate thereof without CempraLicensee’s prior written consent. With respect to clause (ii) or (iii) above in this Section 9.3, the Secondary Party shall provide the Controlling Party notice of its approval or denial of such approval within [*] business days of any request for such approval by the Controlling Party, provided that (X) in the foregoing event Secondary Party wishes to deny such approval, such notice shall not be construed include a written description summarizing the Secondary Party’s reasonable objections to prevent Harvard from entering into any the proposed settlement, consent judgment, or other voluntary disposition of any matter concerning any infringement of the Harvard Patents. Except as otherwise set forth inand (Y) Secondary Party shall be deemed to have approved such proposed settlement, and subject to, Section 6.2.b(ii), any recovery or damages received by the Controlling Party with respect to the infringement of the rights to MP Patents granted under this Agreementconsent judgment, or other voluntary disposition in settlement of any matter subject the event it fails to Section 6.2, 6.3, or 6.4, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with provide such action or settlement, and the remainder shall be split notice within such [*] percent ([*]%) to the Controlling Party and [*] percent ([*]%) to the Secondary Party. Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any proceeding governed by this Section 6.5business day period.