Common use of Action by Third Party Clause in Contracts

Action by Third Party. In the event that any Third Party initiates a declaratory judgment action alleging the noninfringement, invalidity or unenforceability of the DFCI Patents, or if any Third Party brings an infringement action against Poseida or its Affiliates or Sublicensees because of the exercise of the rights granted Poseida under this Agreement with respect to the DFCI Patents, and Poseida, Genus and/or DFCI has not commenced any action to enforce DFCI Patents against such Third Party under the terms of Section 6.3 above, Poseida shall give prompt notice to Genus of any such action. Within […***…] days from the date of its notice to Genus of any action covered under this Section 6.4, Poseida shall notify Genus whether Poseida will defend against such action under its own control […***…]. Prior to its election of whether or not to defend the declaratory judgment action during this […***…]day period, Poseida may, considering in good faith the views of Genus and DFCI, take any necessary actions, including the filing of pleadings required by the Federal Rules of Civil Procedure or any local rules of court. Any such actions and filings during this […***…] day pendency prior to election shall not be deemed as an election by Poseida to defend the declaratory judgment action. If Poseida elects not to defend such action, Genus and/or DFCI shall have the right, but not the obligation to defend against such action under its own control […***…]. Any owner of the applicable DFCI Patents shall join the action as a party if required by law, […***…]. Neither Party shall enter into any settlement, consent judgment or other voluntary final disposition of any action under this Section 6.4 without the other Party’s prior written consent, which consent shall not be unreasonably withheld or delayed, unless the settlement includes any express or implied admission of liability or wrongdoing on Genus’ and DFCI’s part, in which case the right to grant or deny consent is absolute and at its sole discretion. Notwithstanding the above, if Poseida and/or Genus has commenced any action to enforce DFCI

Action by Third Party. In the event that any Third Party initiates a declaratory judgment action alleging the noninfringement, invalidity or unenforceability of the DFCI Licensed Patents, or if any Third Party brings an infringement action against Poseida Haisco or its Affiliates or Sublicensees Sub licensees because of the exercise of the rights granted Poseida to Haisco under this Agreement with respect to the DFCI Licensed Patents, and Poseida, Genus and/or DFCI Starton or Haisco has not commenced any action to enforce DFCI Licensed Patents against such Third Party under the terms of this Section 6.3 6.5 above, Poseida shall ▇▇▇▇▇▇ will give prompt notice to Genus Starton of any such action. Within […***…] seventy-five (75) days from the date of its notice to Genus Starton of any action covered under this Section 6.4, Poseida shall 6.6 Haisco will notify Genus Starton whether Poseida Haisco will defend against such action under its own control […***…]and at its own expense. Prior to its election of whether or not to defend the declaratory judgment action during this […***…]seventy-five (75) day period, Poseida Haisco may, considering in good faith the views of Genus and DFCIStarton, take any necessary actions, including the filing of pleadings required by the Federal Rules of Civil Procedure or any local rules of court. Any such actions and filings during this […***…] seventy-five (75) day pendency prior to election shall will not be deemed as an election by Poseida ▇▇▇▇▇▇ to defend the declaratory judgment action. If Poseida Haisco elects not to defend such action, Genus and/or DFCI shall Starton will have the right, but not the obligation to defend against such action under its own control […***…]and at its own expense. Any owner of the applicable DFCI Licensed Patents shall will join the action as a party if required by law, […***…]at the expense of the Party bringing the action. Neither Party shall will enter into any settlement, consent judgment or other voluntary final disposition of any action under this Section 6.4 6.6 without the other Party’s prior written consent, which consent shall will not be unreasonably withheld or delayed, unless the settlement includes any express or implied admission of liability or wrongdoing on Genus’ and DFCIStarton’s or Haisco’s part, in which case the right to grant or deny consent is absolute and at its sole discretion. Notwithstanding the above, if Poseida and/or Genus Haisco or Starton has commenced any action to enforce DFCILicensed Patents against such Third Party under the terms of Section 6.5 above, then the terms of Section 6.5 will supersede the terms of this Section 6.6.