Common use of Related Litigation Clause in Contracts

Related Litigation. In addition to the Licensee obligations set forth in Section 7.4.1, regardless of whether Licensor elects to participate as a Party in the claim, suit, or proceeding, Licensee further agrees that, in the event the claim, suit, or preceding under Section 7.4.1 is brought by a Third Party that is pursuing or has threatened in writing to the Knowledge of Licensee to pursue similar claims in the Licensor Territory against Licensor, its Affiliates, agents, or marketing or development partners and such claim is related to any Licensed Compound, Licensee shall: (i) provide to Licensor drafts of all official papers or other statements (whether written or oral) prior to their submission in the claim, suit, or preceding, in sufficient time to allow Licensor to review, consider and substantively comment thereon; (ii) reasonably consider taking action to incorporate Licensor comments on all such official papers and statements, (iii) allow Licensor the opportunity to participate in preparation of witnesses or other participants in the claim, suit, or proceeding; and (iv) subject to Section 7.6.1, not settle any such claim, suit, or proceeding without Licensor’s prior consent, which consent shall not be unreasonably withheld or delayed. In the event a claim, suit or proceeding is brought by a Third Party against Licensor, its Affiliates, licensees (including Kyowa) or Sublicensees alleging patent infringement of such Third Party’s intellectual property rights by the manufacture, use or sale of a Licensed Product in the Licensor Territory, Licensor shall promptly notify Licensee thereof in writing. Licensor agrees that in the event any claim, suit, or proceeding described in the preceding sentence brought by a Third Party that is pursuing or has threatened in writing to the Knowledge of Licensor to pursue similar claims in the Licensee Territory against Licensee, its Affiliates, or Sublicensees related to any Licensed Compound, Licensor shall: (A) provide to Licensee drafts of all official papers or other statements (whether written or oral) prior to their submission in the claim, suit, or proceeding, in sufficient time to allow Licensee to review, consider and substantively comment thereon; (B) reasonably consider taking action to incorporate Licensee comments on all such official papers and statements, (C) allow Licensee the opportunity to participate in preparation of witnesses or other participants in the claim, suit, or proceeding; and (D) not settle any such claim, suit, or proceeding without Licensee’s prior consent, which consent shall not be unreasonably withheld or delayed.