Common use of Infringement Claims by Third Parties Clause in Contracts

Infringement Claims by Third Parties. If the Manufacture, Commercialization, or use of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by Licensee (or its Affiliates or Sublicensees), Licensee shall promptly notify AbbVie thereof in writing. [***] (or its Affiliates or Sublicensees) shall defend any action which names [***] which claims the infringement, after the Effective Date, of any Third Party’s Patent through the making, using, selling, offer for sale or importing of a Licensed Compound or Licensed Product. If necessary and at Licensee’s expense, AbbVie will assist and cooperate with Licensee in any such defense. Licensee will bear all costs and expenses (including attorneys’ fees) and pay all damages and settlement amounts arising out of or in connection with any such action. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Neither Party may enter into any settlement that affects the other Party’s rights or interests without such Party’s written consent, which consent will not be unreasonably conditioned, withheld or delayed.

Infringement Claims by Third Parties. If the Manufacture, Commercialization, or use of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by Licensee Xynomic (or its Affiliates or Sublicensees), Licensee Xynomic shall promptly notify AbbVie Pharmacyclics thereof in writing. [***] (or its Affiliates or Sublicensees) Xynomic shall defend any action which names [***] Xynomic and/or Pharmacyclics which claims the infringement, after the Effective Date, of any Third Party’s Party Patent through the making, using, selling, offer for sale or importing of a Licensed Compound or Licensed Product. If necessary and at LicenseeXynomic’s expense, AbbVie Pharmacyclics will assist and cooperate with Licensee Xynomic in any such defense. Licensee Xynomic will bear all costs and expenses (including attorneys’ fees) and pay all damages and settlement amounts arising out of or in connection with any such action. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Neither Party may enter into any settlement that affects the other Party’s rights or interests without such Party’s written consent, which consent will not be unreasonably conditionedwithheld, withheld conditioned or delayed.

Infringement Claims by Third Parties. If the Manufacture, Commercialization, or use of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by Licensee Xynomic (or its Affiliates or Sublicensees), Licensee Xynomic shall promptly notify AbbVie Pharmacyclics thereof in writing. [***] (or its Affiliates or Sublicensees) Xynomic shall defend any action which names [***] Xynomic and/or Pharmacyclics which claims the infringement, after the Effective Date, of any Third Party’s Party Patent through the making, using, selling, offer for sale or importing of a Licensed Compound or Licensed Product. If necessary and at LicenseeXynomic’s expense, AbbVie Pharmacyclics will assist and cooperate with Licensee Xynomic in any such defense. Licensee Xynomic will bear all costs and expenses (including attorneys’ fees) and pay all damages and settlement amounts arising out of or in connection with any such action. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Neither Party may enter into any settlement that affects the other Party’s rights or interests without such Party’s written consent, which consent will not be unreasonably conditionedwithheld, withheld conditioned or delayed. ****Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Section 230.406 5.5. Invalidity or Unenforceability Defenses or Actions.

Infringement Claims by Third Parties. If the Manufacture, Commercialization, or use of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by Licensee (or its Affiliates or Sublicensees), Licensee shall promptly notify AbbVie Licensor thereof in writing. [***] (or its Affiliates or Sublicensees) Licensee shall defend any action which names [***] Licensee and/or Licensor which claims the infringement, after the Effective Date, of any Third Party’s Party Patent through the making, using, selling, offer for sale or importing of a Licensed Compound or Licensed Product. If necessary and at Licensee’s expense, AbbVie Licensor will assist and cooperate with Licensee in any such defense. Licensee will bear all costs and expenses (including reasonable attorneys’ feesfees of Licensor) and pay all damages and settlement amounts arising out of or in connection with any such action. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Neither Party may enter into any settlement that affects the other Party’s rights or interests without such Party’s written consent, which consent will not be unreasonably conditioned, withheld or delayed.