Common use of Settlement; Licenses Clause in Contracts

Settlement; Licenses. Neither Party shall enter into any settlement of any claim described in this Section 7.6 that affects the other Party’s rights or interests without such other Party’s written consent, such consent not to be unreasonably withheld, delayed or conditioned. Each Party shall have the right to decline to defend or to tender defense of any claim described in this Section 7.6 upon reasonable notice to the other Party, including if the other Party fails to agree to a settlement that the declining Party proposes. In the event that it is determined by any court of competent jurisdiction that any Exploitation of a Product, conducted in accordance with the terms and conditions of this Agreement, infringes, or Provention determines reasonably and in good faith that such activities are likely to infringe, any Patent Right, copyright, trademark, data exclusivity right or trade secret right arising under Applicable Law of any Third Party, Provention shall use Commercially Reasonable Efforts to, at its expense: (i) procure a license from such Third Party authorizing Provention to continue to conduct such activity (in which case the royalties payable thereunder may be deducted from royalties otherwise due to MacroGenics hereunder to the extent permitted by Sections 6.4(b) and 6.5 hereof); or (ii) modify such activity so as to render it non-infringing. In the event that Provention decides that neither of the foregoing alternatives is reasonably available or commercially feasible, Provention may, at its discretion, terminate this Agreement in accordance with Section 10.2.

Settlement; Licenses. Neither Party shall enter into any settlement of any claim described in this Section 7.6 that affects the other Party’s rights or interests without such other Party’s written consent, such consent not to be unreasonably withheld, delayed or conditioned. Each The defending Party shall have the sole right to decline to defend settle any claim, suit or to tender defense of any claim described in action that it brought under this Section 7.6 upon reasonable notice to the 8.7 unless such settlement will (a) impose any liability or obligation on such other Party, including if (b) include the grant of any license, covenant or other rights to any Third Party that would conflict with or reduce the scope of the subject matter included under the rights and licenses granted to such other Party fails under this Agreement, or (c) otherwise materially affect the licenses or other rights granted to agree to a settlement that the declining such other Party proposeshereunder adversely in any respect. In the event that it is determined by any court of competent jurisdiction or Harrow reasonably determines (in the opinion of independent patent counsel) that any the Exploitation of a ProductProduct in the Territory, conducted in accordance with the terms and conditions of this Agreement, infringes, or Provention determines reasonably and in good faith that such activities are likely to infringe, infringes any Patent Rightpatent, copyright, trademark, data exclusivity right or trade secret right arising under Applicable Law of any Third Party, Provention the Parties shall use Commercially Reasonable Efforts to, at its expenseHarrow’s discretion: (i) procure a license from such Third Party authorizing Provention Harrow to continue to conduct such activity activities (in which case the royalties payable thereunder may be deducted from royalties otherwise due to MacroGenics hereunder to the extent permitted by Sections 6.4(b) and 6.5 hereofSection 8.6 shall apply); or (ii) modify such activity activities so as to render it non-infringing. In the event that Provention decides Harrow, after using Commercially Reasonable Efforts, determines that neither of the foregoing alternatives is reasonably available or commercially feasible, Provention Harrow may, at its discretion, terminate this Agreement in accordance with Section 10.211.5.

Settlement; Licenses. Neither Party shall enter into any settlement of any claim described in this Section 7.6 9.6 that affects the other Party’s rights or interests without such other Party’s written consent, such consent not to be unreasonably withheld, delayed or conditioned. Each Party shall have the right to decline to defend or to tender defense of any claim described in this Section 7.6 9.6 upon reasonable notice to the other Party, including if the other Party fails to agree to a settlement that the declining Party proposes. In the event that it is determined by any court of competent jurisdiction that any Exploitation the research, Development, Manufacture, distribution, use, sale, import, export or other commercialization of a Product, conducted in accordance with the terms and conditions of this Agreement, infringes, or Provention Takeda determines reasonably and in good faith that such activities are likely to infringe, any Patent RightPatent, copyright, trademark, data exclusivity right or trade secret right arising under Applicable Law of any Third Party, Provention Takeda shall use *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. Commercially Reasonable Efforts to, at its expense: (i1) procure a license from such Third Party authorizing Provention Takeda to continue to conduct such activity (in which case the royalties payable thereunder may be deducted from royalties otherwise due to MacroGenics hereunder to the extent permitted by Sections 6.4(b) and 6.5 hereof)activities; or (ii2) modify such activity activities so as to render it non-infringing. To the extent such a license relates to the commercialization of a Product, the cost of such license shall be considered a Third Party Obligation and allocated between the Parties in accordance with Section 8.9. In the event that Provention Takeda decides that neither of the foregoing alternatives is reasonably available or commercially feasible, Provention Takeda may, at its discretion, terminate this Agreement for the Product affected in accordance with Section 10.212.2.

Settlement; Licenses. Neither Party shall enter into any settlement of any claim described in this Section 7.6 that affects the other Party’s rights or interests without such other Party’s written consent, such consent not to be unreasonably withheld, delayed or conditioned. Each The defending Party shall have the sole right to decline to defend settle any claim, suit or to tender defense of any claim described in action that it brought under this Section 7.6 upon reasonable notice to the 8.7 unless such settlement will (a) impose any liability or obligation on such other Party, including if (b) include the grant of any license, covenant or other rights to any Third Party that would conflict with or reduce the scope of the subject matter included under the rights and licenses granted to such other Party fails under this Agreement, or (c) otherwise materially affect the licenses or other rights granted to agree to a settlement that the declining such other Party proposeshereunder adversely in any respect. In the event that it is determined by any court of competent jurisdiction or Harrow reasonably determines (based on the opinion of independent patent counsel) that any the Exploitation of a Product, conducted in accordance with the terms and conditions of this Agreement, infringes, or Provention determines reasonably and in good faith that such activities are likely to infringe, infringes any Patent Rightpatent, copyright, trademark, data exclusivity right or trade secret right arising under Applicable Law of any Third Party, Provention the Parties shall use Commercially Reasonable Efforts to, at its expense: to (i) modify such activities so as to render it non-infringing or, if the Parties determine that such modification is not possible, to (ii) procure a license from such Third Party authorizing Provention Harrow to continue to conduct such activity (activities, including the right for Harrow to sublicense such rights to Sintetica in which case the royalties payable thereunder may be deducted from royalties otherwise due to MacroGenics hereunder to the extent permitted by Sections 6.4(b) and 6.5 hereof); or (ii) modify such activity so as to render it non-infringingaccordance with Section 2.3. In the latter case, in the event that Provention decides Harrow, after using Commercially Reasonable Efforts, determines that neither of the foregoing such alternatives is reasonably not available or commercially feasible, Provention Harrow may, at its discretion, terminate this Agreement in accordance with Section 10.211.5.