Common use of Litigation Control Clause in Contracts

Litigation Control. The Party pursuing or controlling any action or defense under Section 7.3(b), 7.3(c), or 7.3(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 consult with the other Party (the “Secondary Party”) prior to entering into any settlement 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 Xxxxxxx Patents, Joint Patents, or, if PPD is the Secondary Party, PPD Patents, (2) subjects the Secondary Party to any non-indemnified liability or obligation, or (3) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in writing by Secondary Party. The Secondary Party shall provide the Controlling Party notice of its approval or denial of such approval within ten (10) business days of any request for such approval by the Controlling Party, provided that (i) in the event Secondary Party wishes to deny such approval, such notice shall include a written description of Secondary Party’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (ii) Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such ten (10) business day period. Any recovery or damages received by the Controlling Party with respect to the infringement of the Xxxxxxx Patents, Joint Patents, or PPD Patents as they relate to Licensed Products shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action, and the remainder shall be split (i) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement, occurring prior to initial Regulatory Approval of a Licensed Product anywhere in the world, for which Xxxxxxx is the Controlling Party and, (ii) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement, occurring prior to the initial Regulatory Approval of a Licensed Product anywhere in the world, for which PPD is the Controlling Party, or (iii) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement occurring on or after the date of the initial Regulatory Approval of a Licensed Product anywhere in the world, with the Controlling Party in each case [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. promptly paying the Secondary Party its portion of such recovery or damages. Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any such proceeding.

Litigation Control. The Party pursuing or controlling any action or defense under Section 7.3(b)8.2, 7.3(c)8.3, or 7.3(d) 8.4 (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 consult with the other Party (the “Secondary Party”) prior to entering into any settlement thereof and settlement, consent judgment, or voluntary disposition thereof, (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) materially limits the scope, validity, or enforceability of any Xxxxxxx Patents, Joint Patents, or, if PPD is the Secondary Party, PPD Patents, (2) subjects the Secondary Party to any non-indemnified liability or obligation, obligation or (32) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in writing by Secondary Party, (iii) any settlement, consent judgment, or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability in the Primary Field of any Primary Patents or Legacy Patents must, in each case, be approved in writing by Primary, and (iv) any settlement, consent judgment, or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability in the Legacy Field of any Legacy Patents or Licensed Primary Patents must, in each case, be approved in writing by Legacy. The Secondary Party whose approval is required under any of the conditions described (the “Approving Party”) above shall provide the Controlling other Party notice of its the Approving Party’s approval or denial of such approval within ten (10) business days of any request for such approval by the Controlling other Party, provided that (i) in the event Secondary the Approving Party wishes to deny such approval, such notice shall include a written description of Secondary the Approving Party’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (ii) Secondary the Approving Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such ten (10) business day period. Any recovery or damages received by the Controlling Party with respect to the infringement of the Xxxxxxx Patents, Joint Patents, or PPD Patents as they relate to Licensed Products shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action, and the remainder shall be split (i) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement, occurring prior to initial Regulatory Approval of a Licensed Product anywhere in the world, for which Xxxxxxx is the Controlling Party and, (ii) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement, occurring prior to the initial Regulatory Approval of a Licensed Product anywhere in the world, for which PPD is the Controlling Party, or (iii) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement occurring on or after the date of the initial Regulatory Approval of a Licensed Product anywhere in the world, with the Controlling Party in each case [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. promptly paying the Secondary Party its portion of such recovery or damages. Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any such proceeding.

Litigation Control. The Party pursuing or controlling any action or defense under Section 7.3(b), 7.3(c), or 7.3(d) 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 (i) the Controlling Party shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement thereof and or voluntary disposition thereof, (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) materially limits the scope, validity, or enforceability of any Xxxxxxx Patents, Joint Patents, or, if PPD is the Secondary Party, PPD Patents, (2) subjects the Secondary Party to any non-indemnified liability or obligation, obligation or (32) 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 adversely affect, any Patent Rights shall not be entered into, consented to, approved, or agreed upon without the other Party’s prior written approval, and (iv) any settlement, consent judgment or other voluntary disposition of such actions that would reasonably be expected to materially adversely affect the Patent Rights or the ability of Licensee to manufacture, use, market or sell Licensed Products shall not be entered into, consented to, approved, or agreed upon without Licensee’s prior written consent. The 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 ten (10) [*] business days of any request for such approval by the Controlling Party, provided that (iX) in the event Secondary Party wishes to deny such approval, such notice shall include a written description of summarizing the Secondary Party’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (iiY) Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such ten (10) [*] business day period. Any recovery or damages received by the Controlling Party with respect to the infringement of the Xxxxxxx Patents, Joint Patents, or PPD Patents as they relate to Licensed Products shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action, and the remainder shall be split (i) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement, occurring prior to initial Regulatory Approval of a Licensed Product anywhere in the world, for which Xxxxxxx is the Controlling Party and, (ii) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement, occurring prior to the initial Regulatory Approval of a Licensed Product anywhere in the world, for which PPD is the Controlling Party, or (iii) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement occurring on or after the date of the initial Regulatory Approval of a Licensed Product anywhere in the world, with the Controlling Party in each case [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. promptly paying the Secondary Party its portion of such recovery or damages. Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any such proceedingTreatment Requested.

Litigation Control. The Party pursuing or controlling any action or defense under Section 7.3(b), 7.3(c), or 7.3(d) 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 (i) the Controlling Party shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement thereof and or voluntary disposition thereof, (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) materially limits the scope, validity, or enforceability of any Xxxxxxx Patents, Joint Patents, or, if PPD is the Secondary Party, PPD Patents, (2) subjects the Secondary Party to any non-indemnified liability or obligation, obligation or (32) 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 adversely affect, any Licensor Patents shall not be entered into, consented to, approved, or agreed upon without the other Party’s prior written approval, and (iv) any settlement, consent judgment or other voluntary disposition of such actions that would reasonably be expected to materially adversely affect the Patent Rights or the ability of Licensee to manufacture, use, market or sell Licensed Products shall not be, entered into, consented to, approved, or agreed upon without Licensee’s prior written consent. The With respect to clause (ii) or (iii) above in this Section 93, the Secondary Party shall provide the Controlling Party notice of its approval or denial of such approval within ten (10) business days [***] Business Days of any request for such approval by the Controlling Party, provided that (iX) in the event Secondary Party wishes to deny such approval, such notice shall include a written description summarizing the [***]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 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. Licensee: AEMase Inc. CONFIDENTIAL Exclusive PLA Secondary Party’s reasonable objections to the proposed settlement, settlement consent judgment, judgment or other voluntary disposition and (iiY) Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such ten (10) business day period. Any recovery or damages received by the Controlling Party with respect to the infringement of the Xxxxxxx Patents, Joint Patents, or PPD Patents as they relate to Licensed Products shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action, and the remainder shall be split (i) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement, occurring prior to initial Regulatory Approval of a Licensed Product anywhere in the world, for which Xxxxxxx is the Controlling Party and, (ii) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement, occurring prior to the initial Regulatory Approval of a Licensed Product anywhere in the world, for which PPD is the Controlling Party, or (iii) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement occurring on or after the date of the initial Regulatory Approval of a Licensed Product anywhere in the world, with the Controlling Party in each case [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. promptly paying the Secondary Party its portion of such recovery or damages. Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any such proceedingBusiness Day period.

Litigation Control. The Party pursuing or controlling any action or defense under Section 7.3(b)6.2, 7.3(c), 6.3 or 7.3(d) 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 (ia) the Controlling Party shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement thereof and or voluntary disposition thereof, (iib) any settlement, consent judgment or other voluntary disposition of such actions which (1) materially limits the scope, validity, or enforceability of any Xxxxxxx Patents, Joint Patents, or, if PPD is the Secondary Party, PPD Patents, (2) subjects the Secondary Party to any non-indemnified liability or obligation, obligation or (32) 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, (c) any settlement, consent judgment or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability of, or otherwise may adversely affect, any Licensor Patents or Licensor Trademarks or shall not be entered into, consented to, approved, or agreed upon without the other Party’s prior written approval, and (d) any settlement, consent judgment or other voluntary disposition of such actions that would reasonably be expected to materially adversely affect the Licensor Patents or Licensor Trademarks or ability of Licensee to manufacture, Develop or Commercialize Products shall not be entered into, consented to, approved, or agreed upon without Licensee’s prior written consent. The With respect to clause (b) or (c) above in this Section 6.5, the Secondary Party shall provide the Controlling Party notice of its approval or denial of such approval within ten fifteen (1015) business days Business Days of any request for such approval by the Controlling Party, provided that (iX) in the event Secondary Party wishes to deny such approval, such notice shall include a written description of summarizing the Secondary Party’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (iiY) Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such ten fifteen (1015) business day Business Day period. Any recovery or damages received by the Controlling Party with respect to the infringement of the Xxxxxxx Patents, Joint Patentsrights to Licensor Patents or Licensor Trademarks granted under this Agreement, or PPD Patents as they relate in settlement of any matter subject to Licensed Products Section 6.2 or 6.3, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such actionaction or settlement, and the remainder shall be split (i) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement, occurring prior to initial Regulatory Approval of a Licensed Product anywhere in the world, for which Xxxxxxx is the Controlling Party and, (ii) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement, occurring prior to the initial Regulatory Approval of a Licensed Product anywhere in the world, for which PPD is retained by the Controlling Party, or (iii) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement occurring on or after the date of the initial Regulatory Approval of a Licensed Product anywhere in the world, with the Controlling Party in each case [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. promptly paying the Secondary Party its portion of such recovery or damages. Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any such proceedingproceeding governed by this Section 6.5. Notwithstanding anything contained in Sections 6.2, 6.3 or this 6.5 to the contrary, Licensee acknolwedges and agrees that compliance with the terms of the Suda Agreement are its sole responsibility, and Licensor shall have no obligations to Licensee or Suda under the terms of the Suda Agreement.

Litigation Control. The Party pursuing or controlling any action or defense under Section 7.3(b), 7.3(c), or 7.3(d) 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 consult with the other Party (the “Secondary Party”) prior to entering into any settlement 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 Xxxxxxx Patents, Joint Patents, or, if PPD is the Secondary Party, PPD PatentsSH Patent Rights, (2) subjects the Secondary Party to any non-indemnified liability or obligation, or (3) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in writing by Secondary Party. The Secondary Party shall provide the Controlling Party notice of its approval or denial of such approval within ten (10) business days of any request for such approval by the Controlling Party, provided that (i) in the event Secondary Party wishes to deny such approval, such notice shall include a written description of Secondary Party’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (ii) Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such ten (10) business day period. Any recovery or damages received by the Controlling Party with respect to the infringement of the Xxxxxxx Patents, Joint Patents, or PPD Patents SH Patent Rights as they relate to Licensed Products shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action, and the remainder shall be split (i) [*]90% to the Controlling Party and [*]10% to the Secondary Party, with respect to any alleged infringement, occurring prior to initial Regulatory Approval of a Licensed Product anywhere in the world, for which Xxxxxxx is the Controlling Party and, (ii) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement, occurring prior to the initial Regulatory Approval of a Licensed Product anywhere in the world, for which PPD is the Controlling Party, or (iii) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement occurring on or after the date of the initial Regulatory Approval of a Licensed Product anywhere in the world, with the Controlling Party in each case [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. promptly paying the Secondary Party its portion of such recovery or damages. Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any such proceeding.

Litigation Control. The Party pursuing or controlling any action action, defense, or defense settlement under Section 7.3(b)9.2, 7.3(c), 9.3 or 7.3(d) 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 consult with the other Party (the “Secondary Party”) prior to entering into any settlement thereof and or voluntary disposition of any such matter, (ii) any settlement, consent judgment settlement or other voluntary disposition of such actions which (1) materially limits the scope, validity, or enforceability of any Xxxxxxx Patents, Joint Patents, or, if PPD is the Secondary Party, PPD Patents, (2) subjects the Secondary Party to any non-indemnified liability or obligation, obligation or (32) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in writing by 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. The would reasonably be anticipated by the Controlling Party to materially limit the scope, validity, or enforceability of, or otherwise materially and adversely affect, any 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, the Secondary Party shall provide the Controlling Party notice of its approval or denial of such approval within ten (10) business days [*] Calendar Days of any request for such approval by the Controlling Party, provided that (iX) in the event Secondary Party wishes to deny such approval, such notice shall include a written description of Secondary Party’s reasonable objections to the proposed settlement, consent judgment, settlement or other voluntary disposition and (iiY) Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, settlement or other voluntary disposition in the event it fails to provide such notice within such ten (10) business day [*] Calendar Day period. Any recovery recovery, damages, or damages amounts in settlement received by the Controlling Party with respect to the alleged, actual, or potential infringement of the Xxxxxxx Patents, Joint Patentsrights to Cempra Patents granted in the Territory in the Field under this Agreement, or PPD Patents as they relate to Licensed Products any settlement agreement entered into with respect thereto, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such actionaction or settlement, and the remainder shall be split (i) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement, occurring prior to initial Regulatory Approval of a Licensed Product anywhere in the world, for which Xxxxxxx is the Controlling Party and, (ii) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement, occurring prior to the initial Regulatory Approval of a Licensed Product anywhere in the world, for which PPD event Cempra is the Controlling Party, or [*] percent (iii) [*]% %) to each Party and (ii) in the event Toyama is the Controlling Party Party, [*] percent ([*]%) to Toyama and [*] percent ([*]% %) to the Secondary Party, with respect to any alleged infringement occurring on or after the date of the initial Regulatory Approval of a Licensed Product anywhere in the worldCempra, with the Controlling Party in each case [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. promptly paying the applicable amount to the Secondary Party; any recovery, damages, or amounts in settlement received by the Controlling Party its portion 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 recovery action or damagessettlement, 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 such proceedingproceeding governed by this Section 9.5.

Litigation Control. The Party party pursuing or controlling any action or defense under Section 7.3(b), 7.3(c), 9.3(c) or 7.3(d9.3(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 consult with the other Party party (the “Secondary Party”) prior to entering into any settlement thereof and or voluntary disposition thereof, (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) materially limits the scope, validity, or enforceability of any Xxxxxxx Patents, Joint Patents, or, if PPD is the Secondary Party, PPD Patents, (2) subjects the Secondary Party to any non-indemnified liability or obligation, obligation or (32) admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in writing by 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 adversely affect, any 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 LICENSOR’s prior written approval. The With respect to clause (ii) above, the Secondary Party shall provide the Controlling Party notice of its approval or denial of such approval within ten (10) business days [*] of any request for such approval by the Controlling Party, provided that (iX) in the event Secondary Party wishes to deny such approval, such notice shall include a written description of Secondary Party’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (iiY) Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary [*] Confidential treatment requested. disposition in the event it fails to provide such notice within such ten (10) business day [*] period. Any recovery or damages received by the Controlling Party with respect to the infringement of the Xxxxxxx Patents, Joint Patentsrights to Licensed Patents granted under this Agreement, or PPD Patents as they relate to defence of any Invalidation Proceeding concerning any Licensed Products Patent(s) under this Agreement, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action, and the remainder (X) shall be split [*] percent (i) [*]% %) to the Controlling Party and [*] percent ([*]% %) to the Secondary Party, . Any recovery or damages received by the Controlling Party with respect to any alleged infringementother 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, occurring prior to initial Regulatory Approval documented out of a Licensed Product anywhere pocket or external expenses incurred in connection with such action, and the remainder shall be retained by LICENSOR (in the worldevent of any action, for which Xxxxxxx is the Controlling Party andsettlement, or voluntary disposition entered into by LICENSOR) or paid to LICENSOR by LICENSEE (ii) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement, occurring prior to the initial Regulatory Approval of a Licensed Product anywhere in the worldevent of any action, for which PPD is the Controlling Partysettlement, or (iii) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement occurring on or after the date of the initial Regulatory Approval of a Licensed Product anywhere in the world, with the Controlling Party in each case [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. promptly paying the Secondary Party its portion of such recovery or damagesvoluntary 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 9.3(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 proceedingrepresentation or any other participation in such Invalidation Proceeding except to the extent permitted by LICENSOR in writing.

Litigation Control. The Party pursuing or controlling any action or defense under Section 7.3(b), 7.3(c), 6.2 or 7.3(d) 6.3 (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 consult with the other Party (the “Secondary Party”) prior to - . entering into any settlement thereof and or voluntary disposition thereof, (ii) any settlement, consent judgment or other voluntary disposition of such actions which (1) materially limits the scope, validity, or enforceability of any Xxxxxxx Patents, Joint Patents, or, if PPD is the Secondary Party, PPD Patents, (2) subjects the Secondary Party to any non-indemnified liability or obligation, obligation or (32) 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 adversely affect, any BVI Patents shall not be entered into, consented to, approved, or agreed upon without the other Party’s prior written approval, and (iv) any settlement, consent judgment or other voluntary disposition of such actions that would reasonably be expected to materially adversely affect the BVI Patents, MPI Patents or ability of MPI to manufacture, Develop or Commercialize Products shall not be entered into, consented to, approved, or agreed upon without MPI’s prior written consent. The With respect to clause (ii) or (iii) above in this Section 6.4, the Secondary Party shall provide the Controlling Party notice of its approval or denial of such approval within ten fifteen (1015) business days Business Days of any request for such approval by the Controlling Party, provided that (iX) in the event Secondary Party wishes to deny such approval, such notice shall include a written description of summarizing the Secondary Party’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (iiY) Secondary Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such ten fifteen (1015) business day Business Day period. Any recovery or damages received by the Controlling Party with respect to the infringement of the Xxxxxxx Patents, Joint Patentsrights to BVI Patents granted under this Agreement, or PPD Patents as they relate in settlement of any matter subject to Licensed Products Section 6.2 or 6.3, shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such actionaction or settlement, and the remainder shall be split ninety percent (i90%) [*]% to the Controlling Party and [*]% ten percent (10%) to the Secondary Party, with respect to any alleged infringement, occurring prior to initial Regulatory Approval of a Licensed Product anywhere in the world, for which Xxxxxxx is the Controlling Party and, (ii) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement, occurring prior to the initial Regulatory Approval of a Licensed Product anywhere in the world, for which PPD is the Controlling Party, or (iii) [*]% to the Controlling Party and [*]% to the Secondary Party, with respect to any alleged infringement occurring on or after the date of the initial Regulatory Approval of a Licensed Product anywhere in the world, with the Controlling Party in each case [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. promptly paying the Secondary Party its portion of such recovery or damages. Notwithstanding the foregoing, the Secondary Party, at its expense, shall have the right to be represented by counsel of its choice in any such proceedingproceeding governed by this Section 6.4.