Common use of Cooperation, Recovery, and Settlement Clause in Contracts

Cooperation, Recovery, and Settlement. In the event a Party brings and controls the enforcement or defense of any AskGene Patent Rights in accordance with Section 7.2 or Section 7.3: (a) such Party shall keep the other Party reasonably informed of the status of such enforcement or defense and such other Party shall be entitled to be represented by counsel in connection with such action at its own expense; (b) the other Party shall provide all reasonable cooperation and assistance, at the enforcing Party’s expense, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and being joined as a party to such action as necessary to establish standing, if a court of competent jurisdiction determines such Party is an indispensable party or as otherwise reasonably requested by the initiating Party; (c) Xilio shall have the [**] to grant a license or sublicense under the Licensed Patent Rights to any alleged infringer in the Oncology Field in the Xilio Territory, with the understanding that such license shall comply with and incorporate the material terms of this Agreement to the extent set forth in Section 2.5; (d) any recovery, damages, or settlement derived from such suit, action, or other proceeding will be applied first in satisfaction of any costs and expenses, including attorneys’ fees, of the Parties incurred in connection with such suit, action or other proceeding, [**] and, if applicable, the Party receiving such proceeds shall pay the other Party such royalties that would be owed if such remaining amounts of such proceeds were obtained from the sale of a Licensed Product; and (e) such Party may settle any such suit, action, or other proceeding, whether by consent order, settlement, or other voluntary final disposition, following receipt of the prior written approval of the other Party, which shall not be unreasonably withheld or delayed, and no settlement shall be entered into that adversely affects the rights of the other Party without the other Party’s prior written consent.

Cooperation, Recovery, and Settlement. In the event a that either Party brings and controls (or in case of Licensee, including Sublicensees) undertakes the enforcement or defense of any AskGene Licensed Patent Rights (including IDEAYA Arising Patents and Joint Arising Patents) or Licensee Arising Patent in accordance with Section 7.2 10.5(b) (Right to Bring Action or Section 7.3:Defend): (a) such Party shall keep the other Party reasonably informed of the status of such enforcement or defense and such other Party shall be entitled to be represented by counsel in connection with such action at its own expense; (bi) the other Party shall provide all reasonable cooperation and assistance, at the enforcing or defending Party’s expense, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and being joined upon the other Party’s request, join as a party to such action as necessary to establish standing, if a court of competent jurisdiction determines such Party is an indispensable party or as otherwise reasonably requested by the initiating Partyaction; (c) Xilio shall have the [**] to grant a license or sublicense under the Licensed Patent Rights to any alleged infringer in the Oncology Field in the Xilio Territory, with the understanding that such license shall comply with and incorporate the material terms of this Agreement to the extent set forth in Section 2.5; (dii) any recovery, damages, or settlement derived from such suit, action, or other proceeding will be applied first in satisfaction of any costs and expenses, including attorneys’ fees, of the incurred by both Parties incurred in connection with the action, with any remaining amounts shared [***] to the enforcing or defending Party, as applicable, and [***] to the other Party, provided that, in the case that Licensee brought and controlled such suit, action or other proceeding, [**] and, if applicable, the Party receiving such proceeds shall pay the other Party such royalties that would be owed if such remaining amounts of such proceeds were obtained from Licensee’s share will also be deemed to be Net Sales subject to royalty payments to IDEAYA in accordance with the sale provisions of a Licensed ProductSection 9.4 (Royalty Payments); and (eiii) such neither Party may settle any such suit, action, or other proceeding, whether by consent order, settlement, or other voluntary final disposition, following receipt of without the prior written approval of the other Party. In particular, which shall not be unreasonably withheld the other Party may refuse its consent if such settlement (x) is reasonably likely to diminish or delayedhave a material adverse effect on the rights or interest of the other Party, and no settlement shall be entered into that including any admission of fault, payment of damages or implementation of injunctive relief, or (y) admits the invalidity or unenforceability of, or otherwise impairs or materially adversely affects the rights scope of the other Party without any Patent Rights Controlled by the other Party’s prior written consent.. |US-DOCS\163899140.5||