Common use of Defense of Claims Brought by Third Parties Clause in Contracts

Defense of Claims Brought by Third Parties. If any Third Party brings a claim or otherwise asserts that a Product or Licensed Agent infringes such Third Party’s Patent or misappropriates such Third Party’s Know-How (each, a “Third-Party Infringement Claim”), the Party first having notice of the claim or assertion will promptly notify the other Party in writing. Subject to Section 9.1, [***] will have the sole right to undertake and control the defense or settlement of any Third-Party Infringement Claim using counsel of its choice, at its expense. Subject to Section 9.1, if [***] is named as a defendant in any such Third Party Infringement Claim, [***] will have the right to participate in such defense and settlement with its own counsel, at its expense. Subject to Section 9.1, [***] will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] without [***]’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required if [***]. As requested by [***], [***] will provide reasonable cooperation and assistance to [***] in connection with [***]’s control of the defense or settlement of a Third-Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] to control the defense and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs and Out-of-Pocket Costs incurred if Company exercises its right to participate in the defense and settlement of a Third-Party Infringement Claim with its own counsel. [***]will keep [***] reasonably informed of the progress of any Third Party Infringement Claim. To the extent reasonable, both Parties will cooperate in good faith to [***].

Defense of Claims Brought by Third Parties. If any Third Party brings a claim or otherwise asserts that a Licensed Product or Licensed Agent Collaboration Compound infringes such Third Party’s Patent or misappropriates such Third Party’s Know-How (each, a “Third-Party Infringement Claim”), the Party first having notice of the claim or assertion will promptly notify the other Party in writing. Subject Prior to Section 9.1the Sanofi Participation Election Effective Date (if any) with respect to the applicable Collaboration Target, [***] will have the sole right to undertake and control the defense or settlement of any Third-Party Infringement Claim using counsel of its choice, at its expense. Subject cost and expense and, following the Sanofi Participation Election Effective Date (if any) with respect to Section 9.1the applicable Collaboration Target, if [***] will have the sole right to undertake and control the defense or settlement of any Third-Party Infringement Claim using counsel of its choice, at its cost and expense (such Party having the right to control such defense, the “Defending Party”). If the Party not having the right to control such defense in accordance with the preceding sentence (the “Non-Defending Party”) is named as a defendant in any such Third suit, the Non-Defending Party Infringement Claim, [***] will have the right to participate in such defense and settlement with its own counsel, at its expensecost. Subject to Section 9.1, [***] The Defending Party will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] the Non-Defending Party without [***]the Non-Defending Party’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that except that, such consent will not be required if [***]such settlement includes a release of all liability in favor of the Non-Defending Party or an assumption of any unreleased liability by the Defending Party. As requested by [***]the Defending Party, [***] the Non-Defending Party will provide reasonable cooperation and assistance to [***] the Defending Party in connection with [***]the Defending Party’s control of the defense or settlement of a Third-Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] the Defending Party to control the defense and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] The Defending Party will reimburse [***] the Non-Defending Party for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] the Non-Defending Party in providing such assistance and cooperation; provided except that [***] the Defending Party will have no obligation to reimburse [***] the Non-Defending Party for any such FTE Costs and Out-of-Pocket Costs costs or expenses incurred if Company the Non-Defending Party exercises its right to participate in the defense and settlement of a Third-Party Infringement Claim with its own counsel. [***]The Defending Party will keep [***] the Non-Defending Party reasonably informed of the progress of any Third Third-Party Infringement Claim. To the extent reasonable, both Parties will cooperate in good faith to [***].

Defense of Claims Brought by Third Parties. If any Third Party brings a claim or otherwise asserts that a Product or Licensed Agent infringes such Third Party’s Patent or misappropriates such Third Party’s Know-How (each, a “Third-Party Infringement Claim”), the Party first having notice of the claim or assertion will promptly notify the other Party in writing. Subject to Section 9.18.1, [***] will have the sole right to undertake and control the defense or settlement of any Third-Party Infringement Claim using counsel of its choice, at its expense. Subject to Section 9.18.1, if [***] is named as a defendant in any such Third Party Infringement Claim, [***] will have the right to participate in such defense and settlement with its own counsel, at its expense. Subject to Section 9.18.1, [***] will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] without [***]’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required if [***]. As requested by [***], [***] will provide reasonable cooperation and assistance to [***] in connection with [***]’s control of the defense or settlement of a Third-Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] to control the defense and settlement of such Third-Party Infringement Claim. Subject to Section 9.18.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs and Out-of-Pocket Costs incurred if Company exercises its right to participate in the defense and settlement of a Third-Party Infringement Claim with its own counsel. [***]] will keep [***] reasonably informed of the progress of any Third Party Infringement Claim. To the extent reasonable, both Parties will cooperate in good faith to [***].

Defense of Claims Brought by Third Parties. If any Third Party brings a claim or otherwise asserts that a Product or Licensed Agent Capsid infringes such Third Party’s Patent or misappropriates such Third Party’s Know-How (each, a “Third-Party Infringement Claim”), the Party first having notice of the claim or assertion will promptly notify the other Party in writing. Subject to Section 9.18.1.2, [***] and subject to the expressly stated rights of Lonza or MEE under the Lonza/MEE 3-Way Agreement as applicable with respect to any Third Party Infringement Claim brought against Company, Vertex will have the sole right to undertake and control the defense or settlement of any Third-Party Infringement Claim using counsel of its choice, at its cost and expense. Subject to Section 9.1, if [***] If Company is named as a defendant in any such Third Party Infringement Claimsuit, [***] Company will have the right to participate in such defense and settlement with its own counsel, at its expensecost. Subject to Section 9.1, [***] Vertex will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] Company without [***]Company’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that except that, such consent will not be required if [***]such settlement includes a release of all liability in favor of Company or an assumption of any unreleased liability by Vertex. As requested by [***]Vertex, [***] Company will provide reasonable cooperation and assistance to [***] Vertex in connection with [***]Vertex’s control of the defense or settlement of a Third-Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] Vertex to control the defense and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] Vertex will reimburse [***] Company for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] Company in providing such assistance and cooperation; provided except that [***] Vertex will have no obligation to reimburse [***] Company for any such FTE Costs and Out-of-Pocket Costs costs or expenses incurred if Company exercises its right to participate in the defense and settlement of a Third-Party Infringement Claim with its own counsel. [***]Vertex will keep [***] Company reasonably informed of the progress of any Third Party Infringement Claim. To the extent reasonable, both Parties will cooperate in good faith to [***](a) ensure that Vertex has the ability to continue to commercialize Products and (b) avoid or minimize any additional royalties on Products.

Defense of Claims Brought by Third Parties. 7.4.1. If any a Third Party brings initiates a claim Proceeding claiming a Patent Right owned by or otherwise asserts that a Product or Licensed Agent infringes licensed to such Third Party’s Patent Party is infringed by the Development, Manufacture or misappropriates Commercialization of the Product, (a) Isis will have the first right, but not the obligation, to defend against any such Third Party’s Know-How Proceeding initiated prior to Option exercise at its sole cost and expense and (eachb) Biogen Idec will have the first right, a “Third-Party Infringement Claim”)but not the obligation, to defend against any such Proceeding initiated after Option exercise at its sole cost and expense. If the Party having the first having notice of right to defend against such Proceeding (the claim or assertion will promptly notify “Lead Party”) elects to defend against such Proceeding, then the other Lead Party in writing. Subject to Section 9.1, [***] will have the sole right to undertake and control direct the defense or settlement of any Third-Party Infringement Claim using counsel of its choice, at its expense. Subject and to Section 9.1, if [***] is named as a defendant in any elect whether to settle such Third Party Infringement Claim, [***] will have claim (but only with the right to participate in such defense and settlement with its own counsel, at its expense. Subject to Section 9.1, [***] will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] without [***]’s prior written consentconsent of the other Party, which will not to be unreasonably withheld, conditioned or delayed; provided that ). The other Party will reasonably assist the Lead Party in defending such consent will not be required if [***]Proceeding and cooperate in any such litigation at the request and expense of the Lead Party. As requested by [***], [***] The Lead Party will provide reasonable cooperation and assistance to [***] in connection the other Party with [***]’s control prompt written notice of the defense or settlement commencement of a Third-Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] to control the defense and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs Proceeding that is of the type described in this Section 7.4, and Out-of-Pocket Costs incurred if Company exercises its right to participate in the defense and settlement of a Third-Lead Party Infringement Claim with its own counsel. [***]will keep [***] reasonably informed the other Party apprised of the progress of such Proceeding. If the Lead Party elects not to defend against a Proceeding, then the Lead Party will so notify the other Party in writing within 60 days after the Lead Party first receives written notice of the initiation of such Proceeding, and the other Party (the “Step-In Party”) will have the right, but not the obligation, to defend against such Proceeding at its sole cost and expense and thereafter the Step-In Party will have the sole right to direct the defense thereof, including the right to settle such claim. In any Third event, the Party Infringement Claim. To not defending such Proceeding will reasonably assist the extent reasonable, both Parties will other Party and cooperate in good faith any such litigation at the request and expense of the Party defending such Proceeding. Each Party may at its own expense and with its own counsel join any defense initiated or directed by the other Party under this Section 7.4. Each Party will provide the other Party with prompt written notice of the commencement of any such Proceeding under this Section 7.4, and such Party will promptly furnish the other Party with a copy of each communication relating to [***]the alleged infringement that is received by such Party.

Defense of Claims Brought by Third Parties. If any Third Each Party brings a claim or otherwise asserts that a Product or Licensed Agent infringes such Third Party’s Patent or misappropriates such Third Party’s Know-How (each, a “Third-Party Infringement Claim”), the Party first having notice of the claim or assertion will shall promptly notify the other Party if it becomes aware of any claim that Protiva’s use or practice of the Joint Project Intellectual Property or Monsanto Improvements in writingconnection with its exercise of the licenses granted under Section 4.2 infringes, misappropriates, or otherwise violates the intellectual property rights of any Third Party. Subject to Section 9.1In any such instance, [***] will the Parties shall cooperate and shall mutually agree upon an appropriate course of action; provided, however, that in the absence of any such agreement, (i) Monsanto shall have the sole right to undertake determine what action, if any, should be taken in respect of Monsanto Improvements; (ii) Monsanto shall have sole right to determine what action, if any, should be taken in respect of infringement of Joint Project Intellectual Property occurring primarily in the Agricultural Field; and control (iii) such matter shall be referred to the defense or settlement JRC, to be resolved in the manner set forth in the Option Agreement, in respect of any Third-infringement of Joint Project Intellectual Property occurring primarily outside of the Agricultural Field (such matter a “JRC Joint IP Infringement Matter”). Each Party Infringement Claim using counsel shall provide to the other Party copies of its choiceany notices it receives from Third Parties regarding any patent nullity actions regarding the Joint Project Intellectual Property or Monsanto Improvements, at its expense. Subject to Section 9.1, if [***] is named as a defendant in any such declaratory judgment actions and any alleged infringement or misappropriation of Third Party Infringement Claim, [***] will have intellectual property rights arising out of Protiva’s use or practice of the right to participate in such defense and settlement with its own counsel, at its expense. Subject to Section 9.1, [***] will not enter into any settlement of any Third-Party Infringement Claim that is instituted Joint Project Intellectual Property or threatened to be instituted against [***] without [***]’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required if [***]. As requested by [***], [***] will provide reasonable cooperation and assistance to [***] Monsanto Improvements in connection with [***]its exercise of its license under Section 4.2. Monsanto shall provide to Protiva copies of any notices it receives from Third Parties regarding any declaratory judgment actions and any alleged commercially relevant infringement or misappropriation of Third Party intellectual property rights arising out of Monsanto’s control use or practice of the defense Joint Project Intellectual Property or settlement of Monsanto Improvements. Each Party shall be responsible for its own costs incurred pursuant to this Section 4.9 and nothing in this Section 4.9 shall be deemed to limit or eliminate a Third-Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] to control the defense and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs and Out-of-Pocket Costs incurred if Company exercises its Party’s right to participate in the defense and settlement of defend actions initiated by a Third-Party Infringement Claim with its own counsel. [***]will keep [***] reasonably informed of the progress of any Third Party Infringement Claim. To against such Party, except to the extent reasonable, both Parties will cooperate in good faith such rights may be limited under any indemnification provisions applicable to [***]such actions.

Defense of Claims Brought by Third Parties. 7.4.1 If any a Third Party brings initiates a claim Proceeding claiming a Patent Right owned by or otherwise asserts that a Product or Licensed Agent infringes licensed to such Third Party’s Patent Party is infringed by the Development, Manufacture or misappropriates Commercialization of a Product, (a) Isis will have the first right, but not the obligation, to defend against any such Third Party’s Know-How Proceeding initiated prior to Option exercise at its sole cost and expense and (eachb) JBI will have the first right, a “Third-Party Infringement Claim”)but not the obligation, to defend against any such Proceeding initiated after Option exercise at its sole cost and expense. If the Party having the first having notice of right to defend against such Proceeding (the claim or assertion will promptly notify “Lead Party”) elects to defend against such Proceeding, then the other Lead Party in writing. Subject to Section 9.1, [***] will have the sole right to undertake and control direct the defense or settlement of any Third-Party Infringement Claim using counsel of its choice, at its expense. Subject and to Section 9.1, if [***] is named as a defendant in any elect whether to settle such Third Party Infringement Claim, [***] will have claim (but only with the right to participate in such defense and settlement with its own counsel, at its expense. Subject to Section 9.1, [***] will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] without [***]’s prior written consentconsent of the other Party, which will not to be unreasonably withheld, conditioned or delayed; provided that ). The other Party will reasonably assist the Lead Party in defending such consent will not be required if [***]Proceeding and cooperate in any such litigation at the request and expense of the Lead Party. As requested by [***], [***] The Lead Party will provide reasonable cooperation and assistance to [***] in connection the other Party with [***]’s control prompt written notice of the defense or settlement commencement of a Third-Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] to control the defense and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs Proceeding that is of the type described in this Section 7.4, and Out-of-Pocket Costs incurred if Company exercises its right to participate in the defense and settlement of a Third-Lead Party Infringement Claim with its own counsel. [***]will keep [***] reasonably informed the other Party apprised of the progress of such Proceeding. If the Lead Party elects not to defend against a Proceeding, then the Lead Party will so notify the other Party in writing within 60 days after the Lead Party first receives written notice of the initiation of such Proceeding, and the other Party (the “Step-In Party”) will have the right, but not the obligation, to defend against such Proceeding at its sole cost and expense and thereafter the Step-In Party will have the sole right to direct the defense thereof, including the right to settle such claim. In any Third event, the Party Infringement Claim. To not defending such Proceeding will reasonably assist the extent reasonable, both Parties will other Party and cooperate in good faith any such litigation at the request and expense of the Party defending such Proceeding. Each Party may at its own expense and with its own counsel join any defense initiated or directed by the other Party under this Section 7.4. Each Party will provide the other Party with prompt written notice of the commencement of any such Proceeding under this Section 7.4, and such Party will promptly furnish the other Party with a copy of each communication relating to [***]the alleged infringement that is received by such Party.

Defense of Claims Brought by Third Parties. 7.4.1. If any a Third Party brings initiates a claim Proceeding claiming a Patent Right owned by or otherwise asserts that a Product or Licensed Agent infringes licensed to such Third Party’s Patent Party is infringed by the Development, Manufacture or misappropriates Commercialization of a Product, (a) Ionis will have the first right, but not the obligation, to defend against any such Third Party’s Know-How Proceeding initiated prior to the date Biogen is granted the license under Section 4.1.1(a) or Section 4.1.1(b) (eachas applicable) at its sole cost and expense, a “Third-Party Infringement Claim”)and (b) Biogen will have the first right, but not the obligation, to defend against any such Proceeding initiated after the date Biogen is granted the license under Section 4.1.1(a) or Section 4.1.1(b) (as applicable) at its sole cost and expense. If the Party having the first having notice of right to defend against such Proceeding (the claim or assertion will promptly notify “Lead Party”) elects to defend against such Proceeding, then the other Lead Party in writing. Subject to Section 9.1, [***] will have the sole right to undertake and control direct the defense or settlement of any Third-Party Infringement Claim using counsel of its choice, at its expense. Subject and to Section 9.1, if [***] is named as a defendant in any elect whether to settle such Third Party Infringement Claim, [***] will have claim (but only with the right to participate in such defense and settlement with its own counsel, at its expense. Subject to Section 9.1, [***] will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] without [***]’s prior written consentconsent of the other Party, which will not to be unreasonably withheld, conditioned or delayed; provided ). The other Party will reasonably assist the Lead Party in defending such Proceeding and cooperate in any such litigation at the request and expense of the Lead Party. The Lead Party will provide the other Party with prompt written notice of the commencement of any such Proceeding that is of the type described in this Section 7.4, and the Lead Party will keep the other Party apprised of the progress of such consent Proceeding. If the Lead Party elects not to defend against a Proceeding, then the Lead Party will not be required if [***]. As requested by [***], so notify the other Party in writing within [***] will provide reasonable cooperation and assistance to [***] in connection with [***]’s control days after the Lead Party first receives written notice of the defense or settlement initiation of a Thirdsuch Proceeding, and the other Party (the “Step-In Party”) will have the right, but not the obligation, to defend against such Proceeding at its sole cost and expense and thereafter the Step-In Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate have the sole right to allow [***] to control direct the defense thereof, including the right to settle such claim. In any event, the Party not defending such Proceeding will reasonably assist the other Party and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] cooperate in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs litigation at the request and Out-of-Pocket Costs incurred if Company exercises expense of the Party defending such Proceeding. Each Party may at its right to participate in the defense own expense and settlement of a Third-Party Infringement Claim with its own counselcounsel join any defense initiated or directed by the other Party under this Section 7.4. [***]Each Party will keep [***] reasonably informed provide the other Party with prompt written notice of the progress commencement of any Third such Proceeding under this Section 7.4, and such Party Infringement Claim. To will promptly furnish the extent reasonable, both Parties will cooperate in good faith other Party with a copy of each communication relating to [***]the alleged infringement that is received by such Party.

Defense of Claims Brought by Third Parties. If any Third Party brings a claim or otherwise asserts that a Product or Licensed Agent or Product infringes such Third Party’s Patent or misappropriates such Third Party’s Know-How (each, a “Third-Third Party Infringement Claim”), the Party first having notice of the claim or assertion will promptly notify the other Party in writing. Subject to Section 9.18.1, [***] Vertex will have the sole right to undertake and control the defense or settlement of any Third-Third Party Infringement Claim using counsel of its choice, at its expense. Subject to Section 9.18.1, if [***] Company is named as a defendant in any such Third Party Infringement Claim, [***] Company will have the right to participate in such defense and settlement with its own counsel, at its expense. Subject to Section 9.18.1, [***] Vertex will not enter into any settlement of any Third-Third Party Infringement Claim that is instituted or threatened to be instituted against [***] Company without [***]Company’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that that, such consent will not be required if [***]such settlement includes a release of all liability in favor of Company or an assumption of any unreleased liability by Vertex without any admission of liability by the Company. As requested by [***]Vertex, [***] Company will provide reasonable cooperation and assistance to [***] Vertex in connection with [***]Vertex’s control of the defense or settlement of a Third-Third Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] Vertex to control the defense and settlement of such Third-Third Party Infringement Claim. Subject to Section 9.18.1, [***] Vertex will reimburse [***] Company for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] Company in providing such assistance and cooperation; provided that [***] Vertex will have no obligation to reimburse [***] Company for any such FTE Costs and Out-of-Pocket Costs incurred if Company exercises its right to participate in the defense and settlement of a Third-Third Party Infringement Claim with its own counsel. [***]Vertex will keep [***] Company reasonably informed of the progress of any Third Party Infringement Claim. To the extent reasonable, both Parties will cooperate in good faith to [***](i) ensure that Vertex has the ability to continue to Commercialize Products and (ii) avoid or minimize any additional royalties on Products.

Defense of Claims Brought by Third Parties. If any a Third Party brings initiates a claim proceeding, including an action before an administrative body, claiming that any Patent owned by or otherwise asserts that a Product or Licensed Agent infringes licensed to such Third Party’s Patent Party is infringed by the Exploitation of the Products under this Agreement, or misappropriates such Third Party’s Know-How that the Licensed Patents or Arising Patents are invalid or unenforceable (each, a “Third-Third Party Infringement Claim”), the Party first having notice who is the subject of the claim or assertion will Third Party Infringement Claim (“Affected Party”) shall promptly notify the other Party in writingthereof. Subject to Section 9.1, [***] will have Such other Party shall reasonably assist the sole right to undertake and control the defense or settlement of any Third-Affected Party Infringement Claim using counsel of its choice, at its expense. Subject to Section 9.1, if [***] is named as a defendant in any pursuing such defending against such Third Party Infringement ClaimClaim as set forth in this Section 8.04 and cooperate in any such litigation at the request and expense of the Affected Party, [including by providing access to relevant documents (including laboratory notebooks) and other evidence and making its employees available at reasonable business hours; provided that the Affected Party shall reimburse the assisting Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. MEDINET Trademarks for Product in the Territory. The Parties agree that, MEDINET shall be entitled to register certain Trademarks that are designated for the Product for the Commercialization in the Territory (the “MEDINET Trademarks”) as the owner of such MEDINET Trademarks in the Territory. Histogenics agrees that it will not, during the Term, attack MEDINET’s title or rights in and to the designated MEDINET Trademarks in the GDSVF&H\ ***] will have *Certain information has been omitted and filed separately with the right Commission. Confidential treatment has been requested with respect to participate in the omitted portions. US-DOCS\97178923.5 Territory or the validity of such defense Trademarks. The nature and settlement with its own counsel, at its expense. Subject to Section 9.1, [***] will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] without [***]’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required if [***]. As requested by [***], [***] will provide reasonable cooperation and assistance to [***] in connection with [***]’s control quality of the defense Product, and all advertising and promotional uses of the MEDINET Trademarks or settlement of a Third-Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] to control the defense and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred Licensed Trademarks by [***] in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs and Out-of-Pocket Costs incurred if Company exercises its right to participate MEDINET in the defense and settlement of a Third-Party Infringement Claim with its own counsel. [***]will keep [***] reasonably informed Territory shall conform to Applicable Laws, including the requirements regarding proper use of the progress of any Third Party Infringement Claim. To the extent reasonable, both Parties will cooperate in good faith to [***]Trademarks.

Defense of Claims Brought by Third Parties. 10.4.1. If any a Third Party brings initiates a claim Proceeding claiming a Patent Right owned by or otherwise asserts that a Product or Licensed Agent infringes licensed to such Third Party’s Patent Party is infringed by the Development, Manufacture or misappropriates Commercialization of a Product, (a) Ionis will have the first right, but not the obligation, to defend against any such Third Party’s Know-How Proceeding initiated prior to Option exercise at its sole cost and expense and (eachb) Roche will have the first right, a “Third-Party Infringement Claim”)but not the obligation, to defend against any such Proceeding initiated after Option exercise at its sole cost and expense. If the Party having the first having notice of right to defend against such Proceeding (the claim or assertion will promptly notify “Lead Party”) elects to defend against such Proceeding, then the other Lead Party in writing. Subject to Section 9.1, [***] will have the sole right to undertake and control direct the defense or settlement of any Third-Party Infringement Claim using counsel of its choice, at its expense. Subject and to Section 9.1, if [***] is named as a defendant in any elect whether to settle such Third Party Infringement Claim, [***] will have claim (but only with the right to participate in such defense and settlement with its own counsel, at its expense. Subject to Section 9.1, [***] will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] without [***]’s prior written consentconsent of the other Party, which will not to be unreasonably withheld, conditioned or delayed; provided that ). The other Party will reasonably assist the Lead Party in defending such consent will not be required if [***]Proceeding and cooperate in any such litigation at the request and expense of the Lead Party. As requested by [***], [***] The Lead Party will provide reasonable cooperation and assistance to [***] in connection the other Party with [***]’s control prompt written notice of the defense or settlement commencement of a Third-Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] to control the defense and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs Proceeding that is of the type described in this Section 10.4, and Out-of-Pocket Costs incurred if Company exercises its right to participate in the defense and settlement of a Third-Lead Party Infringement Claim with its own counsel. [***]will keep [***] reasonably informed the other Party apprised of the progress of such Proceeding. If the Lead Party elects not to defend against a Proceeding, then the Lead Party will so notify the other Party in writing within sixty (60) days after the Lead Party first receives written notice of the initiation of such Proceeding, and the other Party (the “Step-In Party”) will have the right, but not the obligation, to defend against such Proceeding at its sole cost and expense and thereafter the Step-In Party will have the sole right to direct the defense thereof, including the right to settle such claim. In any Third event, the Party Infringement Claim. To not defending such Proceeding will reasonably assist the extent reasonable, both Parties will other Party and cooperate in good faith any such litigation at the request and expense of the Party defending such Proceeding. Each Party may at its own expense and with its own counsel join any defense initiated or directed by the other Party under this Section 10.4. Each Party will provide the other Party with prompt written notice of the commencement of any such Proceeding under this Section 10.4, and such Party will promptly furnish the other Party with a copy of each communication relating to [***]the alleged infringement that is received by such Party.

Defense of Claims Brought by Third Parties. If In the event that a declaratory judgment action alleging invalidity or non-infringement of any Third Party brings a of the Licensed Patent Rights in the Licensed Field is brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought under Sections 11.2, pursuant to this Agreement and the provisions of Chapter 29 of T▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code or other statutes, Licensee shall have the first right, but not the obligation, to (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and (c) settle any claim or otherwise asserts suit for declaratory judgment involving the Licensed Patent Rights; provided, however, that (i) CHOP shall have the second right, but not the obligation, to take such actions and shall have a Product or Licensed Agent infringes continuing right to intervene in such Third Party’s Patent or misappropriates such Third Party’s Know-How suit and (each, a “Third-Party Infringement Claim”), the Party first having notice of the claim or assertion will promptly notify the other Party in writing. Subject to Section 9.1, [***] will ii) CHOP shall have the sole right right, but not the obligation, to undertake and control take such actions with respect to any of the defense Licensed Patent Rights in the event that a declaratory judgment action alleging the invalidity or settlement non-infringement of any Third-Party Infringement Claim using counsel of its choice, at its expensethe Licensed Patent Rights outside of the Licensed Field is brought or raised by way of counterclaim or affirmative defense in an infringement suit. Subject Licensee shall take no action to Section 9.1, if [***] is named as a defendant compel CHOP either to initiate or to join in any such Third Party Infringement Claimdeclaratory judgment action. CHOP shall join any such suit if necessary to avoid dismissal of the suit. Should CHOP be made a party to any such suit, [***] will have the right Licensee shall reimburse CHOP for any Litigation Expenses which CHOP incurs as a result of becoming a party to participate in such defense and settlement with suit, which reimbursement shall be made within thirty (30) days after receiving an invoice therefor. If Licensee elects not to defend against such declaratory judgment action, CHOP at its option, may do so at its own counsel, at its expense. Subject In all cases, Licensee agrees to Section 9.1, [***] will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] without [***]’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required if [***]. As requested by [***], [***] will provide reasonable cooperation and assistance to [***] in connection with [***]’s control keep CHOP reasonably apprised of the defense or settlement of a Third-Party Infringement Claim. Such cooperation status and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] to control the defense and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs and Out-of-Pocket Costs incurred if Company exercises its right to participate in the defense and settlement of a Third-Party Infringement Claim with its own counsel. [***]will keep [***] reasonably informed of the progress of any Third Party Infringement Claim. To the extent reasonable, both Parties will cooperate in good faith to [***]litigation.

Defense of Claims Brought by Third Parties. If any Third Party brings a claim or otherwise asserts that a Licensed Product or Licensed Agent System infringes such Third Party’s Patent Rights or misappropriates such Third Party’s Know-How (each, a “Third-Third Party Infringement Claim”), then the Party first having notice of the claim or assertion will promptly notify the other Party in writing. Subject to Section 9.1[***], [***] will have the sole right right, but not the obligation, to undertake and control the defense or settlement of any Third-Third Party Infringement Claim using counsel of its choice, at its cost and expense. Subject to Section 9.1, if If [***] is named as a defendant in any such Third Party Infringement Claimsuit, [***] will have the right to participate in such defense and settlement with its own counsel, at its expensecost. Subject to Section 9.1, [***] will not enter into any settlement of any Third-Third Party Infringement Claim that is instituted or threatened to be instituted against [***] without [***]’s ] prior written consent, which will not be unreasonably withheld, conditioned conditioned, or delayed; provided except that such consent will not be required if such settlement includes a release of all liability in favor of [***] or an assumption of any unreleased liability by [***]. As requested by [***], [***] will provide reasonable cooperation and assistance to [***] in connection with [***]’s ] control of the defense or settlement of a Third-Third Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] to control the defense and settlement of such Third-Third Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] in providing such assistance and cooperation]; provided except that [***] will have no obligation to reimburse [***]. [***] for any such FTE Costs and Out-of-Pocket Costs incurred if Company exercises its right to participate in the defense and settlement of a Third-Party Infringement Claim with its own counsel. [***]will keep [***] reasonably informed of the progress of any Third Party Infringement Claim. To the extent reasonable, both Parties will cooperate in good faith to (a) ensure that [***] and (b) [***].

Defense of Claims Brought by Third Parties. If any Third Party brings a claim or otherwise asserts that any ETB directed against a Collaboration Target, any Development Candidate, any Licensed ETB or any Licensed Product or Licensed Agent infringes such Third Party’s Patent or misappropriates such Third Party’s Know-How (each, a “Third-Third Party Infringement Claim”), the Party first having notice of the claim or assertion will promptly notify the other Party in writing. Subject Prior to Section 9.1the applicable License Effective Date, [***] Company will have the sole right to undertake and control the defense or settlement of any Third-Third Party Infringement Claim using counsel of its choice, at its expensecost and expense and, following the applicable License Effective Date, Vertex will have the sole right to undertake and control the defense or settlement of any Third Party Infringement Claim using counsel of its choice, at its cost and expense (such Party having the right to control such defense, the “Defending Party”). Subject If the Party not having the right to Section 9.1, if [***] control such defense in accordance with the preceding sentence (the “Non-Defending Party”) is named as a defendant in any such Third suit, the Non-Defending Party Infringement Claim, [***] will have the right to participate in such defense and settlement with its own counsel, at its expensecost. Subject to Section 9.1, [***] The Defending Party will not enter into any settlement of any Third-Third Party Infringement Claim that is instituted or threatened to be instituted against [***] the Non-Defending Party without [***]the Non-Defending Party’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that except that, such consent will not be required if [***]such settlement includes a release of all liability in favor of the Non-Defending Party or an assumption of any unreleased liability by the Defending Party. As requested by [***]the Defending Party, [***] the Non-Defending Party will provide reasonable cooperation and assistance to [***] the Defending Party in connection with [***]the Defending Party’s control of the defense or settlement of a Third-Third Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] the Defending Party to control the defense and settlement of such Third-Third Party Infringement Claim. Subject to Section 9.1, [***] The Defending Party will reimburse [***] the Non-Defending Party for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] the Non-Defending Party in providing such assistance and cooperation; provided except that [***] the Defending Party will have no obligation to reimburse [***] the Non-Defending Party for any such FTE Costs and Out-of-Pocket Costs costs or expenses incurred if Company the Non-Defending Party exercises its right to participate in the defense and settlement of a Third-Third Party Infringement Claim with its own counsel. [***]The Defending Party will keep [***] the Non-Defending Party reasonably informed of the progress of any Third Party Infringement Claim. To Notwithstanding anything to the extent reasonablecontrary in this Section 8.3, both Parties will cooperate in good faith the event of any Third Party Infringement Claim that is subject to [***]a Party’s indemnification obligations under ARTICLE 10, the applicable provisions of ARTICLE 10 shall control.

Defense of Claims Brought by Third Parties. If any Third Party brings a claim or otherwise asserts that a Product or Licensed Agent infringes such Third Party’s Patent or misappropriates such Third Party’s KnowOppositions. 8.4.1. ISIS-How (each, a “Third-Party Infringement Claim”), the Party first having notice of the claim or assertion will promptly notify the other Party in writing. Subject to Section 9.1, FXIRx-2 [***] – Prior to Option Exercise. If a Third Party initiates a Proceeding claiming a Patent Right owned by or licensed to such Third Party is infringed by the Development, Manufacture or Commercialization of ISIS-FXIRx-2 or [***] being researched or Developed under a New Drug Option Program with respect to which Bayer has not yet exercised its Option, Isis will have the first right, but not the obligation, to defend against any such Proceeding at its sole cost and expense. If Isis elects to defend against such Proceeding, then Isis will have the sole right to undertake and control direct the defense or settlement and to elect whether to settle such claim. Bayer will reasonably assist Isis in defending such Proceeding and cooperate in any such litigation at the request and expense of Isis. Isis will provide Bayer with prompt written notice of the commencement of any Third-Party Infringement Claim using counsel such Proceeding that is of its choicethe type described in this Section 8.4, at its expenseand Isis will keep Bayer apprised of the progress of such Proceeding. Subject If Isis elects not to Section 9.1defend against such a Proceeding, if then Isis will so notify Bayer in writing within [***] is named as a defendant in any days after Isis first receives written notice of the initiation of such Third Party Infringement ClaimProceeding, [***] and Bayer will have the right, but not the obligation, to defend against such Proceeding at its sole cost and expense and thereafter Bayer will have the sole right to participate in direct the defense thereof, including the right to settle such defense and settlement claim (but only with its own counsel, at its expense. Subject to Section 9.1, [***] will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] without [***]’s the prior written consentconsent of Isis, which consent will not be unreasonably withheld, conditioned delayed or delayed; provided that conditioned). In any event, the Party not defending such consent Proceeding will not be required if [***]. As requested by [***], [***] will provide reasonable cooperation reasonably assist the other Party and assistance to [***] cooperate in connection with [***]’s control any such litigation at the request and expense of the defense or settlement of a Third-Party Infringement Claimdefending such Proceeding. Such cooperation Each Party may at its own expense and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] to control the defense and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs and Out-of-Pocket Costs incurred if Company exercises its right to participate in the defense and settlement of a Third-Party Infringement Claim with its own counselcounsel join any defense initiated or directed by the other Party under this Section 8.4. [***]Each Party will keep [***] reasonably informed provide the other Party with prompt written notice of the progress commencement of any Third such Proceeding under this Section 8.4, and such Party Infringement Claim. To will promptly furnish the extent reasonable, both Parties will cooperate in good faith other Party with a copy of each communication relating to [***]the alleged infringement that is received by such Party.

Defense of Claims Brought by Third Parties. If any Third Party brings a claim or otherwise asserts that a Licensed Product or Licensed Agent System infringes such Third Party’s Patent Rights or misappropriates such Third Party’s Know-How (each, a “Third-Third Party Infringement Claim”), then the Party first having notice of the claim or assertion will promptly notify the other Party in writing. Subject to Section 9.1[***], [***] will have the sole right right, but not the obligation, to undertake and control the defense or settlement of any Third-Third Party Infringement Claim using counsel of its choice, at its cost and expense. Subject to Section 9.1, if If [***] is named as a defendant in any such Third Party Infringement Claimsuit, [***] will have the right to participate in such defense and settlement with its own counsel, at its expensecost. Subject to Section 9.1, [***] will not enter into any settlement of any Third-Third Party Infringement Claim that is instituted or threatened to be instituted against [***] without [***]’s ] prior written consent, which will not be unreasonably withheld, conditioned conditioned, or delayed; provided except that such consent will not be required if such settlement includes a release of all liability in favor of [***] or an assumption of any unreleased liability by [***]. As requested by [***], [***] will provide reasonable cooperation and assistance to [***] in connection with [***]’s ] control of the defense or settlement of a Third-Third Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] to control the defense and settlement of such Third-Third Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] in providing such assistance and cooperation]; provided except that [***] will have no obligation to reimburse [***] for any such FTE Costs and Out-of-Pocket Costs incurred if Company exercises its right to participate in the defense and settlement of a Third-Party Infringement Claim with its own counsel. [***]will keep [***] reasonably informed of the progress of any Third Party Infringement Claim. To the extent reasonable, both Parties will cooperate in good faith to (a) ensure that [***] and (b) [***].

Defense of Claims Brought by Third Parties. If In the event that any Third action, suit or proceeding is brought against either Party brings a claim or otherwise asserts that a Product an Affiliate or Licensed Agent infringes such Third Party’s Patent or misappropriates such Third Party’s sublicensee of either Party alleging the misappropriation of the Know-How (each, a “Third-Party Infringement Claim”), or the Party first having notice infringement of the claim Patents of a Third Party by the making, having made, use, sale, offering for sale, importation or assertion will promptly exportation of the Licensed Compound or a Licensed Product in the Field in the Territory, such Party shall notify the other Party in writing. Subject to Section 9.1, within [***] will have of the sole right earlier of (a) receipt of service of process in such action, suit or proceeding, or (b) the date such Party becomes aware that such action, suit or proceeding has been instituted, and the Parties shall meet as soon as possible to undertake and control discuss the overall strategy for defense or settlement of any Third-such matter. Unless the Parties otherwise agree in writing, each Party Infringement Claim using counsel of its choice, at its expense. Subject to Section 9.1, if [***] is named as a defendant in any such Third Party Infringement Claim, [***] will shall have the right to participate in such defense and settlement with its own counsel, at its expensedefend itself against a suit that names it as a defendant (the “Defending Party”). Subject to Section 9.1, [***] will not None of the Parties shall enter into any settlement of any Third-claim described in this Section 6.3 that admits to the invalidity or unenforceability of the Licensed Patents, incurs any financial or other liability on the part of the other Party Infringement Claim that is instituted or threatened to be instituted against [***] requires an admission of liability, wrongdoing or fault on the part of the other Party without [***]such other Party’s prior written consent, which will not to be unreasonably withheld, conditioned or delayed; provided . In any event, the other Party shall reasonably assist the Defending Party and cooperate in any such litigation at the Defending Party’s reasonable request and expense. If both Parties are Defending Parties and are both deemed responsible in connection with any suit or claim subject to this Section 6.3, any resulting damages, settlement amounts and expenses shall be borne by the Parties in proportion to their relative responsibility unless a final and non-appealable adjudication states otherwise. Notwithstanding the foregoing, if Qilu is the Defending Party with respect to the Licensed IP, Sesen shall, at Sesen’s own cost and expense, assist Qilu in defending against or otherwise dismissing the allegation, accusation or charge, including, without limitation, providing modified Licensed IP that is non-infringing, or assisting Qilu to obtain a license from such consent will not be required if Third Party, [***]. As requested by If [***], [***] will provide reasonable cooperation then Qilu may terminate this Agreement under Section 10.4(c) and assistance to [***] in connection with [***]’s control of the defense or settlement of a Third-Party Infringement Claim. Such cooperation and assistance will include executing Sesen shall refund all necessary and proper documents and taking such actions as will be appropriate to allow [***] to control the defense and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs and Out-of-Pocket Costs incurred if Company exercises its right to participate in the defense and settlement of a Third-Party Infringement Claim with its own counsel. [***]will keep [***] reasonably informed of the progress of any Third Party Infringement Claim. To the extent reasonable, both Parties will cooperate in good faith to [***]payments Qilu has paid.

Defense of Claims Brought by Third Parties. If any Third Party brings a claim or otherwise asserts that a Product or Licensed Agent Compound manufactured, used or sold by Merck, its Affiliates or Sublicensees infringes such Third Party’s Patent or misappropriates such Third Party’s Know-How (each, a “Third-Party Infringement Claim”), the Party first having notice of the claim or assertion will promptly notify the other Party in writingParty. Subject to Section 9.1, [***] Merck will have the sole right to undertake and control the defense or settlement of any Third-Party Infringement Claim using counsel of its choice, at its cost and expense. Subject to Section 9.1, if [***] If Vertex is named as a defendant in any such Third Party Infringement Claimsuit, [***] Vertex will have the right to participate in such defense and settlement with its own counsel, at its expensecost. Subject to Section 9.1, [***] Merck will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] Vertex without [***]Vertex’s prior written consent; except that, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required if [***]such settlement includes a release of all liability in favor of Vertex or an assumption of any unreleased liability by Merck. As requested by [***]Merck, [***] Vertex will provide reasonable cooperation and assistance to [***] Merck in connection with [***]Merck’s control of the defense or settlement of a Third-Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] Merck to control the defense and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] Merck will reimburse [***] Vertex for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] Vertex in providing such assistance and cooperation; provided except that [***] Merck will have no obligation to reimburse [***] Vertex for any such FTE Costs and Out-of-Pocket Costs costs or expenses incurred if Company Vertex exercises its right to participate in the defense and settlement of a Third-Party Infringement Claim with its own counsel. [***]Merck will keep [***] Vertex reasonably informed of the progress of any Third Third-Party Infringement Claim. To the extent reasonable, both Parties will cooperate in good faith to [***](a) ensure that Merck has the ability to continue to Commercialize Products and (b) avoid or minimize any additional royalties on Products.

Defense of Claims Brought by Third Parties. If any Third Each Party brings a claim or otherwise asserts that a Product or Licensed Agent infringes such Third Party’s Patent or misappropriates such Third Party’s Know-How (each, a “Third-Party Infringement Claim”), the Party first having notice of the claim or assertion will shall promptly notify the other Party in writing. Subject to Section 9.1, [***] will have the sole right to undertake and control the defense or settlement if it becomes aware of any Third-Party Infringement Claim claim that Licensee’s actual use or practice of Compounds or Formulations within the Protiva Intellectual Property, or Licensee’s methods of creating or using counsel of its choicesuch Formulations or Compounds, at its expense. Subject to Section 9.1, if [***] is named as a defendant in any such Third Party Infringement Claim, [***] will have the right to participate in such defense and settlement with its own counsel, at its expense. Subject to Section 9.1, [***] will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] without [***]’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required if [***]. As requested by [***], [***] will provide reasonable cooperation and assistance to [***] in connection with [***]’s control its exercise of its license under Section 2.1 infringes, misappropriates, or otherwise violates the defense or settlement of a Third-Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] to control the defense and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs and Out-of-Pocket Costs incurred if Company exercises its right to participate in the defense and settlement of a Third-Party Infringement Claim with its own counsel. [***]will keep [***] reasonably informed of the progress intellectual property rights of any Third Party in the Agricultural Field. In any such instance, the Parties shall cooperate and shall mutually agree upon an appropriate course of action; provided, however, that in the absence of any such agreement, (i) any such matter relating to Protiva Project Patents (such matter a “JRC Protiva Project Infringement ClaimMatter”) shall be referred to the JRC to be addressed in the manner set forth in the Option Agreement, and (ii) Protiva shall have sole right to determine what action, if any, should be taken in respect of Protiva Background Patents. To Each Party shall provide to the other Party copies of any notices it receives from Third Parties regarding any patent nullity actions regarding the Protiva Background Patents or the Protiva Project Patents, any declaratory judgment actions and any alleged infringement or misappropriation of Third Party intellectual property rights arising out of Licensee’s use or practice of the Protiva Intellectual Property in connection with its exercise of its license under Section 2.1. Each Party shall be responsible for its own costs incurred pursuant to this Section 5.5; provided, however, that nothing in this Section 5.5 or elsewhere in this Agreement shall be deemed to eliminate, reduce, or otherwise modify any liability or obligation of Protiva in respect of the Protiva Intellectual Property or Licensee’s (or its Sublicensees’) use or practice of the Protiva Intellectual Property in connection with its exercise of its license under Section 2.1, including but not limited to any such liability or obligation that may arise out of any representation, warranty, or covenant made by Protiva under the Option Agreement or any other Transaction Agreement; and provided further, however, that nothing in this Section 5.5 shall be deemed to limit or eliminate a Party’s right to defend actions initiated by a Third Party against such Party, except to the extent reasonable, both Parties will cooperate in good faith such rights may be limited under any indemnification provisions applicable to [***]such actions.

Defense of Claims Brought by Third Parties. 7.4.1. If any a Third Party brings initiates a claim Proceeding claiming a Patent Right owned by or otherwise asserts that a Product or Licensed Agent infringes licensed to such Third Party’s Patent Party is infringed by the Development, Manufacture or misappropriates Commercialization of a Product, (a) Ionis will have the first right, but not the obligation, to defend against any such Third Party’s Know-How Proceeding initiated prior to the date Biogen is granted the license under Section 4.1.1 at its sole cost and expense, and (eachb) Biogen will have the first right, a “Third-Party Infringement Claim”)but not the obligation, to defend against any such Proceeding initiated after the date Biogen is granted the license under Section 4.1.1 at its sole cost and expense. If the Party having the first having notice of right to defend against such Proceeding (the claim or assertion will promptly notify “Lead Party”) elects to defend against such Proceeding, then the other Lead Party in writing. Subject to Section 9.1, [***] will have the sole right to undertake and control direct the defense or settlement of any Third-Party Infringement Claim using counsel of its choice, at its expense. Subject and to Section 9.1, if [***] is named as a defendant in any elect whether to settle such Third Party Infringement Claim, [***] will have claim (but only with the right to participate in such defense and settlement with its own counsel, at its expense. Subject to Section 9.1, [***] will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] without [***]’s prior written consentconsent of the other Party, which will not to be unreasonably withheld, conditioned or delayed; provided ). The other Party will reasonably assist the Lead Party in defending such Proceeding and cooperate in any such litigation at the request and expense of the Lead Party. The Lead Party will provide the other Party with prompt written notice of the commencement of any such Proceeding that is of the type described in this Section 7.4, and the Lead Party will keep the other Party apprised of the progress of such consent Proceeding. If the Lead Party elects not to defend against a Proceeding, then the Lead Party will not be required if [***]. As requested by [***], so notify the other Party in writing within [***] will provide reasonable cooperation and assistance to [***] in connection with [***]’s control days after the Lead Party first receives written notice of the defense or settlement initiation of a Thirdsuch Proceeding, and the other Party (the “Step-In Party”) will have the right, but not the obligation, to defend against such Proceeding at its sole cost and expense and thereafter the Step-In Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate have the sole right to allow [***] to control direct the defense thereof, including the right to settle such claim. In any event, the Party not defending such Proceeding will reasonably assist the other Party and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] cooperate in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs litigation at the request and Out-of-Pocket Costs incurred if Company exercises expense of the Party defending such Proceeding. Each Party may at its right to participate in the defense own expense and settlement of a Third-Party Infringement Claim with its own counselcounsel join any defense initiated or directed by the other Party under this Section 7.4. [***]Each Party will keep [***] reasonably informed provide the other Party with prompt written notice of the progress commencement of any Third such Proceeding under this Section 7.4, and such Party Infringement Claim. To will promptly furnish the extent reasonable, both Parties will cooperate in good faith other Party with a copy of each communication relating to [***]the alleged infringement that is received by such Party.

Defense of Claims Brought by Third Parties. 7.4.1. If any a Third Party brings initiates a claim Proceeding claiming a Patent Right owned by or otherwise asserts that a Product or Licensed Agent infringes licensed to such Third Party’s Patent Party is infringed by the Development, Manufacture or misappropriates Commercialization of a Product, (a) Ionis will have the first right, but not the obligation, to defend against any such Third Party’s Know-How Proceeding initiated prior to the License Effective Date for the applicable Collaboration Program at its sole cost and expense, and (eachb) Biogen will have the first right, a “Third-Party Infringement Claim”)but not the obligation, to defend against any such Proceeding initiated after the License Effective Date for the applicable Collaboration Program at its sole cost and expense. If the Party having the first having notice of right to defend against such Proceeding (the claim or assertion will promptly notify “Lead Party”) elects to defend against such Proceeding, then the other Lead Party in writing. Subject to Section 9.1, [***] will have the sole right to undertake and control direct the defense or settlement of any Third-Party Infringement Claim using counsel of its choice, at its expense. Subject and to Section 9.1, if [***] is named as a defendant in any elect whether to settle such Third Party Infringement Claim, [***] will have claim (but only with the right to participate in such defense and settlement with its own counsel, at its expense. Subject to Section 9.1, [***] will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] without [***]’s prior written consentconsent of the other Party, which will not to be unreasonably withheld, conditioned or delayed; ). The other Party will reasonably assist the Lead Party in defending such Proceeding and cooperate in any such litigation at the request and expense of the Lead Party. The Lead Party will provide the other Party with prompt written notice of the commencement of any such Proceeding that is of the type described in this Section 7.4, and the Lead Party will keep the other Party apprised of the progress of such Proceeding. Notwithstanding the foregoing, (i) if Ionis is the Lead Party, then Ionis will cooperate in good faith with Biogen on the institution, prosecution and control of such Proceeding, will provide Biogen with copies of filings, submissions and communications related to such Proceeding in sufficient time to allow Biogen to review and comment thereon, and will incorporate any reasonable comments timely provided that by Biogen with respect to such consent filings, submissions and communications and (ii) if Biogen is the Lead Party and Ionis is a named party, then Biogen will cooperate in good faith with Ionis on the institution, prosecution and control of such Proceeding and will provide Ionis the timely opportunity to have reasonable input into the strategic aspects of such Proceeding, which Biogen will consider in good faith but which will not be required if [***]to implement. As requested by [***]If the Lead Party elects not to defend against a Proceeding, then the Lead Party will so notify the other Party in writing within [***] will provide reasonable cooperation and assistance to [***] in connection with [***]’s control days after the Lead Party first receives written notice of the defense or settlement initiation of a Thirdsuch Proceeding, and the other Party (the “Step-In Party”) will have the right, but not the obligation, to defend against such Proceeding at its sole cost and expense and thereafter the Step-In Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate have the sole right to allow [***] to control direct the defense thereof, including the right to settle such claim. In any event, the Party not defending such Proceeding will reasonably assist the other Party and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] cooperate in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs litigation at the request and Out-of-Pocket Costs incurred if Company exercises expense of the Party defending such Proceeding. Each Party may at its right to participate in the defense own expense and settlement of a Third-Party Infringement Claim with its own counselcounsel join any defense initiated or directed by the other Party under this Section 7.4. [***]Each Party will keep [***] reasonably informed provide the other Party with prompt written notice of the progress commencement of any Third such Proceeding under this Section 7.4, and such Party Infringement Claim. To will promptly furnish the extent reasonable, both Parties will cooperate in good faith other Party with a copy of each communication relating to [***]the alleged infringement that is received by such Party.

Defense of Claims Brought by Third Parties. If any Third Each Party brings a claim or otherwise asserts that a Product or Licensed Agent infringes such Third Party’s Patent or misappropriates such Third Party’s Know-How (each, a “Third-Party Infringement Claim”), the Party first having notice of the claim or assertion will shall promptly notify the other Party in writing. Subject to Section 9.1, [***] will have the sole right to undertake and control the defense or settlement if it becomes aware of any Third-Party Infringement Claim claim that Licensee’s actual use or practice of Compounds or Formulations within the Protiva Intellectual Property, or Licensee’s methods of creating or using counsel of its choicesuch Formulations or Compounds, at its expense. Subject to Section 9.1, if [***] is named as a defendant in any such Third Party Infringement Claim, [***] will have the right to participate in such defense and settlement with its own counsel, at its expense. Subject to Section 9.1, [***] will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] without [***]’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required if [***]. As requested by [***], [***] will provide reasonable cooperation and assistance to [***] in connection with [***]’s control its exercise of its license under Section 2.1 infringes, misappropriates, or otherwise violates the defense or settlement of a Third-Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] to control the defense and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs and Out-of-Pocket Costs incurred if Company exercises its right to participate in the defense and settlement of a Third-Party Infringement Claim with its own counsel. [***]will keep [***] reasonably informed of the progress intellectual property rights of any Third Party in the Agricultural Field. In any such instance, the Parties shall cooperate and shall mutually agree upon an appropriate course of action; provided, however, that in the absence of any such agreement, (i) any such matter relating to Protiva Project Patents (such matter a “JRC Protiva Project Infringement ClaimMatter”) shall be referred to the JRC to be addressed in the manner set forth in the Option Agreement, and (ii) Protiva shall have sole right to determine what action, if any, should be taken in respect of Protiva Background Patents. To Each Party shall provide to the other Party copies of any notices it receives from Third Parties regarding any patent nullity actions regarding the Protiva Background Patents or the Protiva Project Patents, any declaratory judgment actions and any alleged infringement or misappropriation of Third Party intellectual property rights arising out of Licensee’s use or practice of the Protiva Intellectual Property in connection with its exercise of its license under Section 2.1. Each Party shall be responsible for its own costs incurred pursuant to this Section 5.5; provided, however, that nothing in this Section 5.5 or elsewhere in this Agreement shall be deemed to eliminate, reduce, or otherwise modify any liability or obligation of Protiva in respect of the Protiva Intellectual Property or Licensee’s (or its Sublicensees’) use or practice of the Protiva Intellectual Property in connection with its exercise of its license under Section 2.1, including but not limited to any such liability or obligation that may arise out of any representation, warranty, or covenant made by Protiva under the Option Agreement or any other Transaction Agreement; and provided further, however, that nothing in this Section 5.5 shall be deemed to limit or eliminate a Party’s right to defend actions initiated by a Third Party against such Party, except to the extent reasonable, both Parties will cooperate in good faith such rights may be limited under any indemnification provisions applicable to [***]such actions.

Defense of Claims Brought by Third Parties. If any Third Party brings a claim or otherwise asserts that a Licensed Product or Licensed Agent Collaboration Compound infringes such Third Party’s Patent or misappropriates such Third Party’s Know-How (each, a “Third-Party Infringement Claim”), the Party first having notice of the claim or assertion will promptly notify the other Party in writing. Subject Prior to Section 9.1the License Effective Date with respect to the applicable Collaboration Target, [***] Company will have the sole right to undertake and control the defense or settlement of any Third-Party Infringement Claim using counsel of its choice, at its expensecost and expense and, following the License Effective Date with respect to the applicable Collaboration Target, Vertex will have the sole right to undertake and control the defense or settlement of any Third-Party Infringement Claim using counsel of its choice, at its cost and expense (such Party having the right to control such defense, the “Defending Party”). Subject If the Party not having the right to Section 9.1, if [***] control such defense in accordance with the preceding sentence (the “Non-Defending Party”) is named as a defendant in any such Third suit, the Non-Defending Party Infringement Claim, [***] will have the right to participate in such defense and settlement with its own counsel, at its expensecost. Subject to Section 9.1, [***] The Defending Party will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] the Non-Defending Party without [***]the Non-Defending Party’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that except that, such consent will not be required if [***]such settlement includes a release of all liability in favor of the Non-Defending Party or an assumption of any unreleased liability by the Defending Party. As requested by [***]the Defending Party, [***] the Non-Defending Party will provide reasonable cooperation and assistance to [***] the Defending Party in connection with [***]the Defending Party’s control of the defense or settlement of a Third-Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] the Defending Party to control the defense and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] The Defending Party will reimburse [***] the Non-Defending Party for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] the Non-Defending Party in providing such assistance and cooperation; provided except that [***] the Defending Party will have no obligation to reimburse [***] the Non-Defending Party for any such FTE Costs and Out-of-Pocket Costs costs or expenses incurred if Company the Non-Defending Party exercises its right to participate in the defense and settlement of a Third-Party Infringement Claim with its own counsel. [***]The Defending Party will keep [***] the Non-Defending Party reasonably informed of the progress of any Third Third-Party Infringement Claim. To the extent reasonable, both Parties will cooperate in good faith to [***].

Defense of Claims Brought by Third Parties. 7.4.1. If any a Third Party brings initiates a claim Proceeding claiming a Patent Right owned by or otherwise asserts that a Product or Licensed Agent infringes licensed to such Third Party’s Patent Party is infringed by the Development, Manufacture or misappropriates Commercialization of a Product, (a) Ionis will have the first right, but not the obligation, to defend against any such Third Party’s Know-How Proceeding initiated prior to the License Effective Date for the applicable Program at its sole cost and expense, and (eachb) Biogen will have the first right, a “Third-Party Infringement Claim”)but not the obligation, to defend against any such Proceeding initiated after the License Effective Date for the applicable Program at its sole cost and expense. If the Party having the first having notice of right to defend against such Proceeding (the claim or assertion will promptly notify “Lead Party”) elects to defend against such Proceeding, then the other Lead Party in writing. Subject to Section 9.1, [***] will have the sole right to undertake and control direct the defense or settlement of any Third-Party Infringement Claim using counsel of its choice, at its expense. Subject and to Section 9.1, if [***] is named as a defendant in any elect whether to settle such Third Party Infringement Claim, [***] will have claim (but only with the right to participate in such defense and settlement with its own counsel, at its expense. Subject to Section 9.1, [***] will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] without [***]’s prior written consentconsent of the other Party, which will not to be unreasonably withheld, conditioned or delayed; ). The other Party will reasonably assist the Lead Party in defending such Proceeding and cooperate in any such litigation at the request and expense of the Lead Party. The Lead Party will provide the other Party with prompt written notice of the commencement of any such Proceeding that is of the type described in this Section 7.4, and the Lead Party will keep the other Party apprised of the progress of such Proceeding. Notwithstanding the foregoing, (i) if Ionis is the Lead Party, then Ionis will cooperate in good faith with Biogen on the institution, prosecution and control of such Proceeding, will provide Biogen with copies of filings, submissions and communications related to such Proceeding in sufficient time to allow Biogen to review and comment thereon, and will incorporate any reasonable comments timely provided that by Biogen with respect to such consent filings, submissions and communications and (ii) if Biogen is the Lead Party and Ionis is a named party, then Biogen will cooperate in good faith with Ionis on the institution, prosecution and control of such Proceeding and will provide Ionis the timely opportunity to have reasonable input into the strategic aspects of such Proceeding, which Biogen will consider in good faith but which will not be required if [***]to implement. As requested by [***]If the Lead Party elects not to defend against a Proceeding, then the Lead Party will so notify the other Party in writing within [***] will provide reasonable cooperation and assistance to [***] in connection with [***]’s control days after the Lead Party first receives written notice of the defense or settlement initiation of a Thirdsuch Proceeding, and the other Party (the “Step-In Party”) will have the right, but not the obligation, to defend against such Proceeding at its sole cost and expense and thereafter the Step-In Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate have the sole right to allow [***] to control direct the defense thereof, including the right to settle such claim. In any event, the Party not defending such Proceeding will reasonably assist the other Party and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] cooperate in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs litigation at the request and Out-of-Pocket Costs incurred if Company exercises expense of the Party defending such Proceeding. Each Party may at its right to participate in the defense own expense and settlement of a Third-Party Infringement Claim with its own counselcounsel join any defense initiated or directed by the other Party under this Section 7.4. [***]Each Party will keep [***] reasonably informed provide the other Party with prompt written notice of the progress commencement of any Third such Proceeding under this Section 7.4, and such Party Infringement Claim. To will promptly furnish the extent reasonable, both Parties will cooperate in good faith other Party with a copy of each communication relating to [***]the alleged infringement that is received by such Party.

Defense of Claims Brought by Third Parties. If any The Parties shall each promptly notify the other if a Third Party brings any Action against any of them alleging patent infringement by a claim Party or otherwise asserts that a any of its respective Affiliates or sublicensees (including Sublicensees) with respect to the Development, Manufacture or Commercialization of any Licensed Product or Licensed Agent infringes (any such Third Party’s Patent or misappropriates such Third Party’s Know-How (eachAction, a an “Third-Party Infringement Claim”)) in the Territory, and the Party first having notice of Parties shall each promptly confer to consider the claim or assertion will promptly notify and the other appropriate course of action. Each Party in writing. Subject to Section 9.1, [***] will (itself or through its sublicensee (including Sublicensee)) shall have the sole right right, but not the obligation, to undertake and control MACROBUTTON DocID \\4126-6252-2948 v34 the defense or settlement of and response to any Third-Party such Infringement Claim using counsel of in the Territory naming such Party or its choiceAffiliate or its sublicensee (including Sublicensee) as a defendant, at such Party’s or its sublicensee’s (including its Sublicensee’s) sole cost and expense, and the other Parties (itself or through its sublicensees (including Sublicensees)) shall have the right, at its own expense. Subject , to Section 9.1, if [***] is named as a defendant be represented in any such Third Infringement Claim in the Territory by counsel of their own choice. Upon the request and at the expense of the Party controlling the response to the Infringement Claim, [***] will the other Parties shall reasonably cooperate with the controlling Party in the reasonable defense of such Infringement Claim. If the Infringement Claim is brought against two or more Parties, then such Parties shall each have the right to participate defend against the Infringement Claim. The Party defending an Infringement Claim under this Section 10.6 shall (a) consult with the other Parties as to the strategy for the prosecution of such defense, (b) consider in such defense good faith any comments from the other Parties with respect thereto, and settlement with its own counsel, at its expense. Subject to Section 9.1, [***] will not enter into any settlement (c) keep the other Parties reasonably informed of any Third-material steps taken and provide copies of all material documents filed in connection with such defense. The Party controlling the defense against an Infringement Claim shall have the right to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided that is instituted no Party shall have the right to settle any Infringement Claim in a manner that imposes any costs or threatened to be instituted against [***] liability on, or involves any admission by, the other Parties without [***]’s prior written consent, the consent of such other Parties (which will shall not be unreasonably withheld, conditioned conditioned, or delayed; provided that such consent will not be required if [***]. As requested by [***], [***] will provide reasonable cooperation and assistance to [***] in connection with [***]’s control of the defense or settlement of a Third-Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] to control the defense and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs and Out-of-Pocket Costs incurred if Company exercises its right to participate in the defense and settlement of a Third-Party Infringement Claim with its own counsel. [***]will keep [***] reasonably informed of the progress of any Third Party Infringement Claim. To the extent reasonable, both Parties will cooperate in good faith to [***]).

Defense of Claims Brought by Third Parties. 7.4.1. If any a Third Party brings initiates a claim Proceeding claiming a Patent Right owned by or otherwise asserts that a Product or Licensed Agent infringes licensed to such Third Party’s Patent Party is infringed by the Development, Manufacture or misappropriates Commercialization of a Product, (a) Ionis will have the first right, but not the obligation, to defend against any such Third Party’s Know-How Proceeding initiated prior to the License Effective Date for the applicable Collaboration Program at its sole cost and expense and (eachb) Biogen will have the first right, a “Third-Party Infringement Claim”)but not the obligation, to defend against any such Proceeding initiated after the License Effective Date for the applicable Collaboration Program at its sole cost and expense. If the Party having the first having notice of right to defend against such Proceeding (the claim or assertion will promptly notify “Lead Party”) elects to defend against such Proceeding, then the other Lead Party in writing. Subject to Section 9.1, [***] will have the sole right to undertake and control direct the defense or settlement of any Third-Party Infringement Claim using counsel of its choice, at its expense. Subject and to Section 9.1, if [***] is named as a defendant in any elect whether to settle such Third Party Infringement Claim, [***] will have claim (but only with the right to participate in such defense and settlement with its own counsel, at its expense. Subject to Section 9.1, [***] will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] without [***]’s prior written consentconsent of the other Party, which will not to be unreasonably withheld, conditioned or delayed; ). The other Party will reasonably assist the Lead Party in defending such Proceeding and cooperate in any such litigation at the request and expense of the Lead Party. The Lead Party will provide the other Party with prompt written notice of the commencement of any such Proceeding that is of the type described in this Section 7.4, and the Lead Party will keep the other Party apprised of the progress of such Proceeding. Notwithstanding the foregoing, (i) if Ionis is the Lead Party, then Ionis will cooperate in good faith with Biogen on the institution, prosecution and control of such Proceeding, will provide Biogen with copies of filings, submissions and communications related to such Proceeding in sufficient time to allow Biogen to review and comment thereon, and will incorporate any reasonable comments timely provided that by Biogen with respect to such consent filings, submissions and communications and (ii) if Biogen is the Lead Party and Ionis is a named party, then Biogen will cooperate in good faith with Ionis on the institution, prosecution and control of such Proceeding and will provide Ionis the timely opportunity to have reasonable input into the strategic aspects of such Proceeding, which Biogen will consider in good faith but which Biogen will not be required if [***]to implement. As requested by [***]If the Lead Party elects not to defend against a Proceeding, then the Lead Party will so notify the other Party in writing within [***] will provide reasonable cooperation and assistance to [***] in connection with [***]’s control days after the Lead Party first receives written notice of the defense or settlement initiation of a Thirdsuch Proceeding, and the other Party (the “Step-In Party”) will have the right, but not the obligation, to defend against such Proceeding at its sole cost and expense and thereafter the Step-In Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate have the sole right to allow [***] to control direct the defense thereof, including the right to settle such claim. In any event, the Party not defending such Proceeding will reasonably assist the other Party and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] cooperate in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs litigation at the request and Out-of-Pocket Costs incurred if Company exercises expense of the Party defending such Proceeding. Each Party may at its right to participate in the defense own expense and settlement of a Third-Party Infringement Claim with its own counselcounsel join any defense initiated or directed by the other Party under this Section 7.4. [***]Each Party will keep [***] reasonably informed provide the other Party with prompt written notice of the progress commencement of any Third such Proceeding under this Section 7.4, and such Party Infringement Claim. To will promptly furnish the extent reasonable, both Parties will cooperate in good faith other Party with a copy of each communication relating to [***]the alleged infringement that is received by such Party.

Defense of Claims Brought by Third Parties. 7.4.1. If any a Third Party brings initiates a claim Proceeding claiming a Patent Right owned by or otherwise asserts that a Product or Licensed Agent infringes licensed to such Third Party’s Patent Party is infringed by the Development, Manufacture or misappropriates Commercialization of a Product, (a) Isis will have the first right, but not the obligation, to defend against any such Third Party’s Know-How Proceeding initiated prior to Option exercise at its sole cost and expense and (eachb) Biogen Idec will have the first right, a “Third-Party Infringement Claim”)but not the obligation, to defend against any such Proceeding initiated after Option exercise at its sole cost and expense. If the Party having the first having notice of right to defend against such Proceeding (the claim or assertion will promptly notify “Lead Party”) elects to defend against such Proceeding, then the other Lead Party in writing. Subject to Section 9.1, [***] will have the sole right to undertake and control direct the defense or settlement of any Third-Party Infringement Claim using counsel of its choice, at its expense. Subject and to Section 9.1, if [***] is named as a defendant in any elect whether to settle such Third Party Infringement Claim, [***] will have claim (but only with the right to participate in such defense and settlement with its own counsel, at its expense. Subject to Section 9.1, [***] will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] without [***]’s prior written consentconsent of the other Party, which will not to be unreasonably withheld, conditioned or delayed; provided that ). The other Party will reasonably assist the Lead Party in defending such consent will not be required if [***]Proceeding and cooperate in any such litigation at the request and expense of the Lead Party. As requested by [***], [***] The Lead Party will provide reasonable cooperation and assistance to [***] in connection the other Party with [***]’s control prompt written notice of the defense or settlement commencement of a Third-Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] to control the defense and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs Proceeding that is of the type described in this Section 7.4, and Out-of-Pocket Costs incurred if Company exercises its right to participate in the defense and settlement of a Third-Lead Party Infringement Claim with its own counsel. [***]will keep [***] reasonably informed the other Party apprised of the progress of such Proceeding. If the Lead Party elects not to defend against a Proceeding, then the Lead Party will so notify the other Party in writing within 60 days after the Lead Party first receives written notice of the initiation of such Proceeding, and the other Party (the “Step-In Party”) will have the right, but not the obligation, to defend against such Proceeding at its sole cost and expense and thereafter the Step-In Party will have the sole right to direct the defense thereof, including the right to settle such claim. In any Third event, the Party Infringement Claim. To not defending such Proceeding will reasonably assist the extent reasonable, both Parties will other Party and cooperate in good faith any such litigation at the request and expense of the Party defending such Proceeding. Each Party may at its own expense and with its own counsel join any defense initiated or directed by the other Party under this Section 7.4. Each Party will provide the other Party with prompt written notice of the commencement of any such Proceeding under this Section 7.4, and such Party will promptly furnish the other Party with a copy of each communication relating to [***]the alleged infringement that is received by such Party.

Defense of Claims Brought by Third Parties. If a Party becomes aware of any actual or potential claim that the Research, Development or Manufacture of any Program Antibody by or on behalf of the Parties pursuant to the conduct of a Program under this Agreement infringes the intellectual property rights of any Third Party, such Party brings a claim or otherwise asserts that a Product or Licensed Agent infringes such Third Party’s Patent or misappropriates such Third Party’s Know-How (each, a “Third-Party Infringement Claim”), the Party first having notice of the claim or assertion will shall promptly notify the other Party in writingParty. Subject to Section 9.1, [***] will SR shall have the sole first right (but not the obligation) to undertake defend and control the defense or settlement of any Third-Party Infringement Claim such claim, suit, or proceeding at its own cost and expense, using counsel of its own choice, at its expense. Subject to Section 9.1, if [***] is named as a defendant Gilead may participate in any such Third Party Infringement Claimclaim, [***] will have the right to participate in such defense and settlement suit, or proceeding with counsel of its choice at its own counsel, at its cost and expense. Subject Without limitation of the foregoing, if SR finds it necessary or desirable for Gilead to Section 9.1join SR as a party to any such action, [***] will not enter into any settlement the Parties shall cooperate to execute all papers and perform such acts as shall be reasonably required for Gilead to join such action. Each Party shall keep the other Party reasonably informed of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] without [***]’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required if [***]. As requested by [***], [***] will provide reasonable cooperation and assistance to [***] all material developments in connection with [***]’s control any such claim, suit, or proceeding. In the event that SR is the Party controlling the defense with respect to any such claim, suit, or proceeding pursuant to this Section 6.10, any settlement agreement entered into in connection with such claim, suit, or proceeding (a) shall not, without the prior written consent of Gilead, include the grant of any license, covenant or other rights to any Third Party that would conflict with or reduce the scope of the defense rights granted to Gilead under this Agreement or otherwise adversely affect the interest of Gilead in any respect and (b) shall be fully sublicensable to Gilead in the event Gilead exercises its Option with respect to the applicable Program(s). Except as otherwise agreed by the Parties in connection with a with a cost sharing arrangement, any recovery realized as a result of such litigation described in this Section 6.10 (whether by way of settlement or otherwise) shall be first, allocated to reimburse the Parties for their costs and expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of a Third-such expenses). Any remainder after such reimbursement is made shall be retained by the Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate that has exercised its right to allow [***] to defend or control the defense and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs and Out-of-Pocket Costs incurred if Company exercises its right to participate in the defense and settlement of a Third-Party Infringement Claim with its own counsel. [***]will keep [***] reasonably informed of the progress of any Third Party Infringement Claim. To the extent reasonableclaim, both Parties will cooperate in good faith to [***]suit or proceeding.