Common use of Third Party Litigation Clause in Contracts

Third Party Litigation. In the event that a Third Party institutes a patent or other infringement suit against any of NovaDel, PAR or HANA or any of its respective Affiliates during the Term, alleging manufacture, use or sale of a Licensed Product in the Territory, infringes one or more patent or other intellectual property rights held by such Third Party (an “Infringement Suit”), the Parties shall cooperate with one another in defending such suit. PAR, as the NDA holder, shall have the first right to direct and control, at its expense, any Infringement Suit (including settlement negotiations, settlement or compromise thereof) to the extent that it relates to the manufacture, use or sale of a Licensed Product but does not implicate the Licensed Technology or Licensed Process. In the event that the Infringement Suit relates to the use of the Licensed Technology or Licensed Process, NovaDel shall have the first right to direct and control, at its expense, any such Infringement Suit (including settlement negotiations, settlement or compromise thereof). To the extent that any amounts become payable to any Third Party as a result of such action, whether through judgment or settlement, then PAR shall, unless HANA is jointly promoting and commercializing the Licensed Product pursuant to Section 2.4 and subject to Section 12.2, bear [***] percent ([***]%) of such amounts with respect to the Exploitation of the Licensed Product; provided, however, that PAR shall have the right to credit [***] percent ([***]%) of any amounts paid by PAR through judgment or settlement with respect to such country against the royalty payments to be paid by PAR to HANA with respect to the sale of the Licensed Product under Section 6.3; provided further, however, that no royalty payment when due, regardless of the amount or number of credits available to PAR shall be reduced by more than [***] percent ([***]%) of the amounts otherwise owed pursuant to Section 6.3 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters. Notwithstanding the foregoing, in the event that no payments are due or owing, or contemplated to be due or owing, by PAR to HANA under Article 6 with respect to the sale of the Licensed Product, then NovaDel shall pay to PAR such amount owed to a Third Party up to a cap of [***]% of such amount owed to such Third Party, less any amount already credited to PAR under this Section 10.3. Notwithstanding the foregoing, NovaDel shall have no obligation under this Section 10.3 for any costs, expenses or damages that are paid or payable to a Third Party as a result of an actual or alleged infringement by PAR or HANA to the extent such costs, expenses or damages result from the use of a Product Trademark.

Third Party Litigation. In the event that If a Third Party institutes a patent or other an infringement suit or action against any of NovaDel, PAR or HANA or any of Acorda and/or its respective Affiliates during Affiliate and/or sublicensee alleging that the Term, alleging manufacture, use or sale of a any Licensed Product by Acorda and/or an Affiliate and/or sublicensee, in a country in the Territory, Licensed Territory infringes one or more patent or other intellectual property rights right held by such Third Party (an “Infringement Suit”), Acorda (or such Affiliate or sublicensee) shall have the right to defend and settle such Infringement Suit at its sole expense. In such event, the Parties shall cooperate meet (which meeting may at any Party’s request be by telephone conference or videoconference) and discuss in good faith the best defenses to such Infringement Suit, and Institutions shall, subject to being indemnified against any liability and having the right to be separately represented by their own counsel at their own expense, provide Acorda with one another reasonable assistance and cooperation in defending such suit. PAR, as the NDA holder, shall have the first right to direct and control, at its expense, any Infringement Suit (including settlement negotiations, settlement or compromise thereof) to the extent that it relates to the manufacture, use or sale of a Licensed Product but does not implicate the Licensed Technology or Licensed Processat Acorda’s sole expense. In the event that the Infringement Suit relates to the use of the Licensed Technology or Licensed Process, NovaDel shall have the first right to direct and control, at its expense, any such Infringement Suit (including settlement negotiations, settlement or compromise thereof). To the extent that any amounts become payable to any Third Party as a result of such action, whether through judgment or settlement, then PAR shall, unless HANA is jointly promoting and commercializing the Licensed Product pursuant to Section 2.4 and subject to Section 12.2, bear [***] percent ([***]%) of such amounts with respect to the Exploitation of the Licensed Product; provided, however, that PAR Acorda shall have the right to credit [***] against royalties owed to the Institutions under Sections 3.2 and 3.3 fifty percent ([***]50%) of any amounts paid by PAR through judgment or settlement with respect to costs and expenses of such country against the royalty payments to be paid by PAR to HANA with respect defense and settlement, but solely to the sale extent such costs and expenses relate directly to the defense and settlement (if any) of any claims or allegations relating directly to infringement by the Licensed Product under Section 6.3; provided furtherProduct. If, however, that no royalty such Third Party makes a payment when dueto reimburse Acorda (and/or its Affiliate and/or sublicensee) for such costs and expenses of defending such infringement suit or action, regardless then Acorda will pay to Institutions, out of such Third Party payment, a pro rata amount (i.e., the ratio of the amount or number of credits available to PAR shall be reduced by more than [***] percent ([***]%) of the amounts otherwise Third Party payment compared to the total defense costs and expenses), but not to exceed the total amount that Acorda credited against royalties owed pursuant to Section 6.3 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quartersunder the previous sentence. Notwithstanding the foregoing, Acorda (or such Affiliate or sublicensee) Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. shall not settle any such Infringement Suit in a manner that materially adversely impacts the event that no payments are due or owingLicensed Patents without Institutions’ prior written consent, or contemplated such consent not to be due unreasonably withheld or owingdelayed. For clarity, by PAR to HANA under Article 6 with respect any costs and expenses of enforcing Licensed Patents, including those costs relating to the sale assertion of the a counterclaim alleging infringement of Licensed Product, then NovaDel shall pay to PAR such amount owed to Patents by a Third Party up in response to a cap an Infringement Suit, shall not be included in the calculation and allocation of [***]% of such amount owed to such Third Party, less any amount already credited to PAR costs and expenses under this Section 10.3. Notwithstanding 7.5, but instead shall be included in the foregoingcalculation and allocation of costs and expenses under Section 7.1, NovaDel shall have no obligation under this Section 10.3 for any costs7.2 or 7.3, expenses or damages that are paid or payable to a Third Party as a result of an actual or alleged infringement by PAR or HANA to the extent such costs, expenses or damages result from the use of a Product Trademarkapplicable.

Third Party Litigation. In the event that a Third Party institutes a patent patent, trade secret, trademark or other infringement suit against any Emergent or its Affiliates or sublicensees during the term of NovaDelthis Agreement, PAR or HANA or any alleging that the practice by Emergent of the HPA Technology in the exercise of its respective Affiliates during the Term, alleging manufacture, use or sale of a Licensed Product in the Territory, rights as licensee under this Agreement infringes one or more patent patent, trademark, trade secret or other intellectual property rights held by such Third Party (an “Infringement Suit”), then (i) as between the Parties Parties, Emergent shall cooperate with one another in defending such suit. PAR, as assume direction and control of the NDA holder, shall have defense of claims arising therefrom (including the first right to direct and control, settle such claims at its expensesole discretion), any Infringement Suit and (including settlement negotiations, settlement or compromise thereofii) to the extent that it relates to the manufacture, use or sale of a Licensed Product but does not implicate the Licensed Technology or Licensed Process. In the event that the Infringement Suit relates to the use of the Licensed Technology or Licensed Process, NovaDel shall have the first right to direct Emergent may withhold and control, at its expense, any such Infringement Suit (including settlement negotiations, settlement or compromise thereof). To the extent that any amounts become payable to any Third Party as a result of such action, whether through judgment or settlement, then PAR shall, unless HANA is jointly promoting and commercializing the Licensed Product pursuant to Section 2.4 and subject to Section 12.2, bear deposit into an interest-bearing escrow account [***] percent ([***]%) of all amounts that Emergent would otherwise be obligated to pay to HPA pursuant to Article V (the “Escrowed Amount”), and Emergent’s payment obligations to HPA under Article V shall be reduced accordingly, until such amounts time as a final, non-appealable judgment is rendered with respect to such Infringement Suit by a court of competent jurisdiction, or the Exploitation time permitted for appeal of a final, appealable judgment has lapsed (the “Final Judgment”). If Final Judgment is rendered in favor of Emergent (or its Affiliates or sublicensees, as the case may be), then Emergent shall pay to HPA, within ten days after the entry of such judgment, the full amount of the Licensed Product; providedEscrowed Amount. If the Final Judgment is rendered partially or entirely in favor of such Third Party, howeverthen Emergent may apply the Escrowed Amount to the payment of its defense costs in connection with such Infringement Suit and to the payment of any award it is required to pay pursuant to such Final Judgment. If the Escrowed Amount exceeds such defense costs and award then Emergent, that PAR within ten (10) days following the date of the Final Judgment, shall have remit to HPA the right amount of such excess. If the Escrowed Amount does not equal or exceed the amount of such defense costs and award, then from and after the date of the Final Judgment, Emergent shall be entitled to credit withhold [***] percent ([***]%) of any all amounts paid by PAR through judgment or settlement with respect that Emergent would otherwise be required to pay to HPA pursuant to Article V until such country against time as the royalty payments to be paid by PAR to HANA with respect to aggregate amounts so withheld plus the sale of the Licensed Product under Section 6.3; provided further, however, that no royalty payment when due, regardless of Escrowed Amounts equals the amount or number of credits available to PAR shall be reduced by more than [***] percent ([***]%) of the amounts otherwise owed pursuant to Section 6.3 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters. Notwithstanding the foregoing, in the event that no payments are due or owing, or contemplated to be due or owing, by PAR to HANA under Article 6 with respect to the sale of the Licensed Product, then NovaDel shall pay to PAR such amount owed to a Third Party up to a cap of [***]% of such amount owed to such Third Party, less any amount already credited to PAR under this Section 10.3. Notwithstanding the foregoing, NovaDel shall have no obligation under this Section 10.3 for any costs, expenses or damages that are paid or payable to a Third Party as a result of an actual or alleged infringement by PAR or HANA to the extent such costs, expenses or damages result from the use of a Product Trademarkdefense costs and award.

Third Party Litigation. In the event that a Third Party institutes a patent or other infringement suit against any of NovaDel, PAR or HANA or any of its respective Affiliates during the Term, alleging manufacture, use or sale of a Licensed Product in the Territory, infringes one or more patent or other intellectual property rights held by such Third Party (an “Infringement Suit”), the Parties OWNER shall cooperate with one another in defending such suit. PAR, as the NDA holder, shall have the first right to direct and controldefend, at its expenseexpense (including ---------------------- COUNTY's reasonable attorneys' fees and attorneys' fees awarded by final judgment of a court of competent jurisdiction to a prevailing party), indemnify, and hold harmless COUNTY, its agents, officers and employees from any claim, action or proceeding against COUNTY, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement, the approval of any permit granted pursuant to this Agreement, any Infringement Suit challenge to Comprehensive General Plan Amendment Xx. 000, Xxxxxxxx Xxxx Xx. 000, Xxxxxx xx Xxxx Case No. 6249, Environmental Impact Report Xx. 000, Xxxxxxx Xxxxxx Xx. 000 to Reclamation Plan No. 107 and/or any other Existing Development Approval, Subsequent Development Approval, Site Specific Plot Plan (including settlement negotiationsSection 3.5 above), settlement Plot Plan (Section 3.6 above) or compromise thereof) any other action by COUNTY in connection with the Project, to the extent that it relates to the manufacturesuch claim, use action or sale of a Licensed Product but proceeding does not implicate arise from COUNTY's default under this Agreement or COUNTY's violation of applicable law. COUNTY shall promptly notify OWNER of any such claim, action or proceeding, and COUNTY shall assist in the Licensed Technology defense of any actions where COUNTY is named as a party and in which OWNER is obligated hereunder to defend COUNTY, including appeals therefrom. If COUNTY fails to promptly notify OWNER of any such claim, action or Licensed Processproceeding, or if COUNTY fails to assist in the defense, OWNER shall not thereafter be responsible to defend, indemnify, or hold harmless COUNTY. In the event that the Infringement Suit relates Should OWNER fail to the use perform or commence performing any of the Licensed Technology obligations or Licensed Process, NovaDel shall have the first right to direct and control, at its expense, take any such Infringement Suit action set forth above in this Section 9.2 within sixty (including settlement negotiations, settlement or compromise thereof). To the extent that any amounts become payable to any Third Party as a result 60) days after OWNER becomes aware of such action, whether through judgment or settlementobligation, then PAR shallCOUNTY may retain any legal counsel, unless HANA is jointly promoting and commercializing consultant, contractor or other third party as may be reasonably necessary to perform such obligation of OWNER. OWNER shall reimburse COUNTY for the Licensed Product pursuant to Section 2.4 and subject to Section 12.2, bear [***] percent ([***]%) reasonable costs of such amounts with respect to the Exploitation third party within thirty (30) days of the Licensed Product; provideddate such costs are submitted by COUNTY to OWNER for payment. Should COUNTY suffer any cost, howeverdamage or expense by reason of OWNER's failure to take action as required above in this Section 9.2, that PAR OWNER shall have reimburse COUNTY for the right to credit [***] percent amounts within thirty ([***]%30) of any amounts paid by PAR through judgment or settlement with respect to such country against the royalty payments to be paid by PAR to HANA with respect to the sale days of the Licensed Product under Section 6.3; provided further, however, date that no royalty payment when due, regardless of the amount or number of credits available to PAR shall be reduced by more than [***] percent ([***]%) of the amounts otherwise owed pursuant to Section 6.3 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters. Notwithstanding the foregoing, in the event that no payments are due or owing, or contemplated to be due or owing, by PAR to HANA under Article 6 with respect to the sale of the Licensed Product, then NovaDel shall pay to PAR such amount owed to a Third Party up to a cap of [***]% of such amount owed to such Third Party, less any amount already credited to PAR under this Section 10.3. Notwithstanding the foregoing, NovaDel shall have no obligation under this Section 10.3 for any costs, expenses or damages that are paid or payable to a Third Party as a result of an actual or alleged infringement by PAR or HANA to the extent such costs, damages or expenses or damages result from the use of a Product Trademarkare submitted by COUNTY to OWNER for payment.

Third Party Litigation. In the event that a Third Party institutes a patent of any actual or other infringement threatened suit against any Dynavax, AstraZeneca or its Affiliates, Sublicensees, Distributors or customers alleging that the Development and/or Commercialization of NovaDelCDs, PAR Product or HANA Combination Product, or that the Development and/or Commercialization of a Collaboration Patent or the Background Technologies or any part thereof by or on behalf of its respective Affiliates during the Term, alleging manufacture, use or sale of a Licensed Product in the TerritoryAstraZeneca under this Agreement, infringes one or more patent the Patent or other intellectual property rights held by such Third Party of any Person (an “Infringement Suit”), the Parties Party first becoming aware of such Infringement Suit shall cooperate with one another in defending such suitpromptly give written notice to the other Party. PAR, as the NDA holder, AstraZeneca shall have the first right, but not the obligation, through counsel of its choosing, to assume direction and control of the defence of claims arising therefrom (including the right to direct settle such claims at its sole discretion, subject to the provisions of this Section 14.5). If AstraZeneca notifies Dynavax in writing that it does not wish to assume such direction and control, at its expense, any Infringement Suit (including settlement negotiations, settlement or compromise thereof) to the extent that it relates to the manufacture, use or sale of a Licensed Product but does not implicate the Licensed Technology or Licensed Process. In the event that the Infringement Suit relates to the use of the Licensed Technology or Licensed Process, NovaDel Dynavax shall have the first right to direct and controlright, but not the obligation to, at its sole cost and expense, any defend against such Infringement Suit (including settlement negotiations, settlement or compromise thereof). To the extent that any amounts become payable to any Third Party as a result of such action, whether through judgment or settlement, then PAR shall, unless HANA is jointly promoting and commercializing the Licensed Product pursuant to Section 2.4 and subject to Section 12.2, bear [***] percent ([***]%) of such amounts with respect to the Exploitation of the Licensed Productclaims; provided, however, that PAR Dynavax shall obtain the written consent of AstraZeneca prior to ceasing to defend, settling or otherwise disposing of such claims. Dynavax shall be entitled to be joined in any proceedings that may be brought against AstraZeneca in relation to Dynavax’s Background Technology. If Dynavax does so elect to be joined, it shall pay its own costs and expenses in relation to the proceedings. AstraZeneca shall not make any admission or settle or otherwise compromise any proceedings brought against it in relation to Dynavax’s Background Technology without first obtaining the written consent of Dynavax, which shall not be unreasonably withheld or delayed. [ * ] = 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 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Notwithstanding anything in the foregoing, each Party shall have the right to credit [***] percent ([***]%) defend itself, using the counsel of its choice and at its own expense, any amounts paid claims or law suits brought against it by PAR through judgment or settlement with respect to such country against the royalty payments to be paid by PAR to HANA with respect to the sale of the Licensed Product under Section 6.3; provided further, however, that no royalty payment when due, regardless of the amount or number of credits available to PAR shall be reduced by more than [***] percent ([***]%) of the amounts otherwise owed pursuant to Section 6.3 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters. Notwithstanding the foregoing, in the event that no payments are due or owing, or contemplated to be due or owing, by PAR to HANA under Article 6 with respect to the sale of the Licensed Product, then NovaDel shall pay to PAR such amount owed to a Third Party up to a cap of [***]% of such amount owed to such Third Party, less any amount already credited to PAR under this Section 10.3. Notwithstanding the foregoing, NovaDel and each Party shall have no obligation under this Section 10.3 the right to settle any such claims or law suits on its own behalf, so long as such settlement does not provide for any coststhe payment of money by the other Party or performance obligations, expenses or damages that are paid or payable to a Third Party as a result of an actual or alleged infringement by PAR or HANA to restrictions imposed upon, the extent such costs, expenses or damages result from the use of a Product Trademarkother Party.

Third Party Litigation. In the event that If a Third Party institutes a patent or other an infringement suit or action against any of NovaDel, PAR or HANA or any of Acorda and/or its respective Affiliates during Affiliate and/or sublicensee alleging that the Term, alleging manufacture, use or sale of a any Licensed Product by Acorda and/or an Affiliate and/or sublicensee, in a country in the Territory, Licensed Territory infringes one or more patent or other intellectual property rights right held by such Third Party (an “Infringement Suit”), Acorda (or such Affiliate or sublicensee) shall have the right to defend and settle such Infringement Suit at its sole expense. In such event, the Parties shall cooperate meet (which meeting may at any Party’s request be by telephone conference or videoconference) and discuss in good faith the best defenses to such Infringement Suit, and Institutions shall, subject to being indemnified against any liability and having the right to be separately represented by their own counsel at their own expense, provide Acorda with one another reasonable assistance and cooperation in defending such suit. PAR, as the NDA holder, shall have the first right to direct and control, at its expense, any Infringement Suit (including settlement negotiations, settlement or compromise thereof) to the extent that it relates to the manufacture, use or sale of a Licensed Product but does not implicate the Licensed Technology or Licensed Processat Acorda’s sole expense. In the event that the Infringement Suit relates to the use of the Licensed Technology or Licensed Process, NovaDel shall have the first right to direct and control, at its expense, any such Infringement Suit (including settlement negotiations, settlement or compromise thereof). To the extent that any amounts become payable to any Third Party as a result of such action, whether through judgment or settlement, then PAR shall, unless HANA is jointly promoting and commercializing the Licensed Product pursuant to Section 2.4 and subject to Section 12.2, bear [***] percent ([***]%) of such amounts with respect to the Exploitation of the Licensed Product; provided, however, that PAR Acorda shall have the right to credit [***] against royalties owed to the Institutions under Sections 3.2 and 3.3 fifty percent ([***]50%) of any amounts paid by PAR through judgment or settlement with respect to costs and expenses of such country against the royalty payments to be paid by PAR to HANA with respect defense and settlement, but solely to the sale extent such costs and expenses relate directly to the defense and settlement (if any) of any claims or allegations relating directly to infringement by the Licensed Product under Section 6.3; provided furtherProduct. If, however, that no royalty such Third Party makes a payment when dueto reimburse Acorda (and/or its Affiliate and/or sublicensee) for such costs and expenses of defending such infringement suit or action, regardless then Acorda will pay to Institutions, out of such Third Party payment, a pro rata amount (i.e., the ratio of the amount or number of credits available to PAR shall be reduced by more than [***] percent ([***]%) of the amounts otherwise Third Party payment compared to the total defense costs and expenses), but not to exceed the total amount that Acorda credited against royalties owed pursuant to Section 6.3 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quartersunder the previous sentence. Notwithstanding the foregoing, Acorda (or such Affiliate or sublicensee) shall not settle any such Infringement Suit in a manner that materially adversely impacts the event that no payments are due or owingLicensed Patents without Institutions’ prior written consent, or contemplated such consent not to be due unreasonably withheld or owingdelayed. For clarity, by PAR to HANA under Article 6 with respect any costs and expenses of enforcing Licensed Patents, including those costs relating to the sale assertion of the a counterclaim alleging infringement of Licensed Product, then NovaDel shall pay to PAR such amount owed to Patents by a Third Party up in response to a cap an Infringement Suit, shall not be included in the calculation and allocation of [***]% of such amount owed to such Third Party, less any amount already credited to PAR costs and expenses under this Section 10.3. Notwithstanding 7.5, but instead shall be included in the foregoingcalculation and allocation of costs and expenses under Section 7.1, NovaDel shall have no obligation under this Section 10.3 for any costs7.2 or 7.3, expenses or damages that are paid or payable to a Third Party as a result of an actual or alleged infringement by PAR or HANA to the extent such costs, expenses or damages result from the use of a Product Trademarkapplicable.

Third Party Litigation. In the event that a Third Party institutes a patent of any actual or other infringement threatened suit against any ***, AstraZeneca or its Affiliates, Sublicensees, Distributors or customers alleging that the Exploitation of NovaDelAgreement Compounds or Licensed Products, PAR or HANA that the Exploitation of the Licensed Patents or any the Collaboration Patents, AstraZeneca Patent or AstraZeneca Background Technologies by or on behalf of its respective Affiliates during the Term, alleging manufacture, use or sale of a Licensed Product in the TerritoryAstraZeneca under this Agreement, infringes one or more patent the Patent or other intellectual property rights held by such Third Party of any Person (an “Infringement Suit”), the Parties Party first becoming aware of such Infringement Suit shall cooperate with one another promptly give written notice to the other Party. *** shall have the first right, but not the obligation, through counsel of its choosing and at its cost and expense subject to the credit provisions of Section 17.5, to assume direction and control of the defence of claims arising therefrom (including, subject to what is stated below in defending this Section 17.4, the right to settle such suitclaims at its sole discretion). PAR*** shall, if reasonably requested by ***, allow *** to join in such legal action as a party at its own expense. *** shall remain in full control handling such legal action. Notwithstanding the NDA holderforegoing, *** shall not have the right to, and shall ***, enter into any settlement or consent to any claim to the effect that any claim under, or the patent protection otherwise offered under, ***, without the prior written consent of ***, such consent not to be unreasonably withheld. If *** notifies *** in writing that it does not wish to assume such direction and control, ***, shall have the first right to direct and controlright, but not the obligation to, at its sole cost and expense, any Infringement Suit (including settlement negotiations, settlement or compromise thereof) to the extent that it relates to the manufacture, use or sale of a Licensed Product but does not implicate the Licensed Technology or Licensed Process. In the event that the Infringement Suit relates to the use of the Licensed Technology or Licensed Process, NovaDel shall have the first right to direct and control, at its expense, any defend against such Infringement Suit (including settlement negotiations, settlement or compromise thereof). To the extent that any amounts become payable to any Third Party as a result of such action, whether through judgment or settlement, then PAR shall, unless HANA is jointly promoting and commercializing the Licensed Product pursuant to Section 2.4 and subject to Section 12.2, bear [***] percent ([***]%) of such amounts with respect to the Exploitation of the Licensed Productclaims; provided, however, that PAR *** may contribute to or join such legal action voluntarily, at its own cost and expense, and shall have the right to credit [be heard and *** shall, and shall procure *** to, give due regard to ***] percent , ([i) shall not have the right to, and shall not permit any of its other licensees and shall procure such licensees not to, enter into any settlement or consent to any claim to the effect that any claim under, or the patent protection otherwise offered under, any part of the Licensed Patents within the Licensed Field would be materially negatively affected, without the prior written consent of ***]%) of any amounts paid by PAR through judgment or settlement with respect to , such country against the royalty payments consent not to be paid by PAR to HANA with respect to unreasonably withheld; and (ii) shall obtain the sale written consent of the Licensed Product under Section 6.3; provided further, however, that no royalty payment when due, regardless of the amount or number of credits available to PAR shall be reduced by more than [***] percent ([***]%) of the amounts otherwise owed pursuant * prior to Section 6.3 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters. Notwithstanding the foregoingceasing to defend, in the event that no payments are due settling or owing, or contemplated to be due or owing, by PAR to HANA under Article 6 with respect to the sale of the Licensed Product, then NovaDel shall pay to PAR such amount owed to a Third Party up to a cap of [***]% of such amount owed to such Third Party, less any amount already credited to PAR under this Section 10.3. Notwithstanding the foregoing, NovaDel shall have no obligation under this Section 10.3 for any costs, expenses or damages that are paid or payable to a Third Party as a result of an actual or alleged infringement by PAR or HANA to the extent such costs, expenses or damages result from the use of a Product Trademarkotherwise.