Common use of Infringement Claims by Third Parties Clause in Contracts

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 shall be [***].

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee Mereo or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 6.3.29.4, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune Mereo shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense[***], using counsel of MedImmuneMereo’s choice. Prior to the Option Exercise Date, AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice [***]; provided that Mereo shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in relation any such claim, suit or proceeding relating to technology licensed under any Non-Exclusive Licensed Technologythe Option Patents from and including the Option Exercise Date. MedImmune AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with LicenseeMereo, as Licensee Mereo may reasonably request from time to time, in connection with its activities set out forth in this Section 6.49.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee Mereo shall reimburse MedImmune AstraZeneca for its reasonable and verifiable out-of-pocket [***] costs and expenses incurred in connection therewith. Licensee Mereo shall keep MedImmune AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee Mereo agrees to provide MedImmune AstraZeneca with copies of all material pleadings filed in such action and to allow MedImmune AstraZeneca reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 9.4 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c).

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense defence or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.25.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneLicensee’s choice. AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Licensee shall retain the right to technology licensed under any Non-Exclusive Licensed Technologycontrol such claim, suit or proceeding. MedImmune AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.4Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune AstraZeneca for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune AstraZeneca with copies of all material pleadings filed in such action and to allow MedImmune AstraZeneca reasonable opportunity to participate in the defense defence of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 5.4 shall be [***]borne by Licensee.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, (a “"Third Party Infringement Claim”"), including any defense defence or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.25.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneLicensee’s choice. AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Licensee shall retain the right to technology licensed under any Non-Exclusive Licensed Technologycontrol such claim, suit or proceeding. MedImmune AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.4Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune AstraZeneca for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune AstraZeneca with copies of all material pleadings filed in such action and to allow MedImmune AstraZeneca reasonable opportunity to participate in the defense defence of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 5.4 shall be [***]borne by Licensee.

Infringement Claims by Third Parties. If the Exploitation manufacture, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Licensee AbbVie (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement AbbVie shall promptly notify the other Party Licensor thereof in writing. As between AbbVie shall have the Partiesfirst right, Licensee shall be responsible for defending but not the obligation, to defend and control the defense of any such claim, suit suit, or proceeding, proceeding at its sole cost and own expense (but subject to deduction as provided below), using counsel of Licensee’s its own choice, . Licensor may participate in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if AbbVie finds it necessary or desirable to join Licensor as a party to any such action, Licensor shall execute all papers and perform such acts as shall be reasonably required. If AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding at proceeding at its sole cost and own expense, using counsel of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee Each Party shall keep MedImmune the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Licensee agrees Any recoveries by a Party of any sanctions awarded to provide MedImmune with copies of all material pleadings filed in such action Party and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim against a party asserting a claim being defended under this Section 6.4 7.4 shall be applied as follows: such recovery shall be applied first to reimburse AbbVie and/or Licensor for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings, and (b) the balance of any such recoveries [*] shall be [***]. [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.25.3, the Party first becoming aware of such alleged infringement Third Party Infringement Claim shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding Third Party Infringement Claim at its sole cost and expense, using counsel of MedImmuneLicensee’s choice. AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Licensee shall retain the right to technology licensed under any Non-Exclusive Licensed Technologycontrol such claim, suit or proceeding. MedImmune AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.45.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune AstraZeneca for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 5.4 shall be [***]borne by Licensee.

Infringement Claims by Third Parties. If the Exploitation or Manufacture of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, in any claim, suit or proceeding by a Third Party alleging infringement by against Licensee or any of its Affiliates or its or their Sublicensees, Sublicensees alleging infringement (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated by Licensee or any of its Affiliates pursuant to Section 6.3.25.3.2, the Party first becoming aware of such alleged infringement Licensee shall promptly notify the other Party MedImmune thereof in writing. As Except as provided in Section 8.3.2, as between the Parties, Licensee shall be responsible for defending have the first right to defend against any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using reputable, outside counsel mutually agreed to by the Parties, such agreement not to be unreasonably withheld, conditioned or delayed, and, with respect to any AstraZeneca Product References in connection with the defense of any such claim, suit or proceeding with respect to a Licensed Patent or PhaseBio Patent, using only factual statements contained in the approved label for the AstraZeneca Product or otherwise approved by MedImmune in writing; provided that MedImmune shall respond to any request to use an AstraZeneca Product Reference in connection with any such defense within [***] of receipt of such request. MedImmune may participate in any such claim, suit or proceeding with counsel of MedImmune’s its choice in relation at its sole cost and expense; provided that Licensee shall retain the right to technology licensed under any Non-Exclusive Licensed Technologycontrol such claim, suit or proceeding. MedImmune shall, and as necessary shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.45.4, including including, where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence evidence, and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended by Licensee under this Section 6.4 5.4 shall be borne by Licensee. If Licensee or its designee does not take commercially reasonable steps to defend against such claim, suit or proceeding within [***] following the date upon which Licensee first receives notice or otherwise learns of such Third Party Infringement *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Claim or, provided such date occurs after Licensee receives notice or otherwise learns of such Third Party Infringement Claim, [***] before the time limit, if any, set forth in Applicable Law for filing of such actions, whichever comes first, then (a) Licensee shall so notify MedImmune and (b) MedImmune may defend against such Third Party Infringement Claim at its sole cost and expense. For clarity, except as provided in Section 8.3.2, as between the Parties, MedImmune and its Affiliates shall have and retain the right to defend against any claim, suit or proceeding brought against MedImmune or any of its Affiliates.

Infringement Claims by Third Parties. 5.4.1 If the Exploitation of a any Licensed Compound or any Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging Patent infringement by Licensee Sionna (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement Sionna shall promptly notify the other Party AbbVie thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit Sionna (or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates toor Sublicensees) shall defend any action which names ▇▇▇▇▇▇ (or its Affiliates or Sublicensees) or AbbVie (or its Affiliates or sublicensees) which claims the infringement, assist after the Effective Date, of any Third Party’s Patent or other intellectual property rights through the Exploitation of any Licensed Compound or Licensed Product. Sionna shall bear all costs and cooperate with Licensee, as Licensee may reasonably request from time to time, expenses (including attorneys’ fees) and pay all damages and settlement amounts arising out of or in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, any such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee ▇▇▇▇▇▇ shall keep MedImmune AbbVie reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Licensee agrees to Sionna shall provide MedImmune AbbVie with copies of all material pleadings filed in such action and to allow MedImmune the AbbVie reasonable opportunity to participate in the defense of the claims. Any damagesIf Sionna fails to defend any action described in this Section 5.4.1 with respect to any Licensed Patent or Joint Arising Patent, or awardsAbbVie may take over such defense at its own expense, including royalties incurred or awarded and in connection with such case AbbVie shall control such defense. ▇▇▇▇▇▇ may not settle any Third Party Infringement Claim defended action under this Section 6.4 shall be [***]5.4 in a manner that diminishes or has a material adverse effect on the rights or interest of AbbVie or Galapagos, or in a manner that imposes any costs (except as set forth in the immediately following proviso) or liability on, or involves any admission by, AbbVie or Galapagos, without AbbVie’s or Galapagos’ (as applicable) express written consent.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, Sublicensees (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.25.3 (Enforcement of Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneLicensee’s choice. AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Licensee shall retain the right to technology licensed under any Non-Exclusive Licensed Technologycontrol such claim, suit or proceeding. MedImmune AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.4Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune AstraZeneca for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune AstraZeneca with copies of all material pleadings filed in such action and to allow MedImmune AstraZeneca reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 5.4 (Infringement Claims by Third Parties) shall be [***]borne by Licensee.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Licensed Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against EverInsight or any of its Affiliates or Sublicensees alleging infringement by Licensee EverInsight or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an a Product Infringement action initiated pursuant to Section 6.3.29.4(b) (Enforcement of Licensed Patents and Joint Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation subject to technology licensed under any Exclusive Licensed Technology, and MedImmune ARTICLE 13 (Indemnification; Liability): (a) VistaGen shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneVistaGen’s choice; (b) EverInsight may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that VistaGen shall retain the right to technology licensed under any Non-Exclusive Licensed Technology. MedImmune control such claim, suit or proceeding; (c)EverInsight shall, and shall cause its Affiliates to, assist and cooperate co-operate with LicenseeVistaGen, as Licensee VistaGen may reasonably request from time to time, in connection with its activities set out forth in this Section 6.49.5 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee VistaGen shall reimburse MedImmune EverInsight for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee ; (d) VistaGen shall keep MedImmune EverInsight reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee ; (e) VistaGen agrees to provide MedImmune EverInsight with copies of all material pleadings filed in such action and to allow MedImmune EverInsight reasonable opportunity to participate in the defense of the claims. Any Claims; and (f) any damages, or awards, including royalties royalties, incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 9.5 (Infringement Claims by Third Parties) shall be [***]borne by VistaGen, and VistaGen shall indemnify and hold EverInsight Indemnitee harmless from such Third Party Infringement Claim pursuant Section 13.1(d).

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee Mereo or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 6.3.29.4, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune Mereo shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense[***], using counsel of MedImmuneMereo’s choice. Prior to the Option Exercise Date, AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice [***]; provided that Mereo shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in relation any such claim, suit or proceeding relating to technology licensed under any Non-Exclusive Licensed Technologythe Option Patents from and including the Option Exercise Date. MedImmune AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with LicenseeMereo, as Licensee Mereo may reasonably request from time to time, in connection with its activities set out forth in this Section 6.49.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee Mereo shall reimburse MedImmune AstraZeneca for its reasonable and verifiable out-of-pocket [***] costs and expenses incurred in connection therewith. Licensee Mereo shall keep MedImmune AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee Mereo agrees to provide MedImmune AstraZeneca with copies of all material pleadings filed in such action and to allow MedImmune AstraZeneca reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 9.4 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c).

Infringement Claims by Third Parties. If the Exploitation manufacture, or Commercialization of a Licensed any Product in any country or countries of the Territory pursuant to this Agreement using the Licensed IP under Section 3.1 results in, or is reasonably expected to result in, any in a claim, suit or proceeding by a Third Party third party alleging patent infringement by against Licensor or Licensee or any of its Affiliates or its (or their Sublicenseesrespective Affiliates, Sublicensees or Distributors, as applicable) (a “Third Party Infringement Claimeach, an“Infringement Action”), including any defense or counterclaim in connection with Licensor’s or Licensee’s opinion, is likely to become the subject of an Infringement action initiated pursuant to Section 6.3.2Action, the such Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof hereto in writingwriting of the existence of such Infringement Action or of its concern that such an action is imminent. As between Licensor shall defend and control the Partiesdefense of any such Infringement Action at its own expense, using counsel reasonably experienced in the defense of patent infringement claims (except in the case of an Infringement Action based on Licensee Improvement, in which case Licensee shall be responsible for defending defend and control the defense of any such Infringement Action at its own expense, using counsel reasonably experienced in the defense of patent infringement claims). Licensee may participate in any such claim, suit suit, or proceeding, proceeding with counsel of its choice at its sole cost own expense. Without limitation of the foregoing, if Licensor finds it necessary or desirable to join Licensee as a party to any such action, Licensee shall execute all papers and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune perform such acts as shall be responsible for defending reasonably required at Licensor’s expense. If Licensor fails to initiate and maintain the defense of any such Infringement Action within ten (10) days of notice of such action, Licensee may conduct and control the defense of any such claim, suit suit, or proceeding at proceeding and Licensor shall indemnify Licensee in full for the expense of such defense (except in the case of an Infringement Action based on Licensee Improvement, in which case Licensee shall defend and control the defense of any such Infringement Action at its sole cost and own expense, using counsel reasonably experienced in the defense of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technologypatent infringement claims). MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee Each Party shall keep MedImmune the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claimsInfringement Action. Any damages, recoveries of any sanctions awarded to Licensee or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim Licensor (as applicable) and against a party asserting a claim being defended under this Section 6.4 7.3 shall be [***]applied as follows: such recovery shall be applied first to reimbursing the defending Party for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings (including reasonable attorneys’ fees, court costs and expenses), with the balance divided so that 50% is remitted to Licensor and 50% to Licensee.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.25.3, the Party first becoming aware of such alleged infringement Third Party Infringement Claim shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding Third Party Infringement Claim at its sole cost and expense, using counsel of MedImmuneLicensee’s choice. MedImmune may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Licensee shall retain the right to technology licensed under any Non-Exclusive Licensed Technologycontrol such claim, suit or proceeding. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.45.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 5.4 shall be [***]borne by Licensee, except for those Losses for which MedImmune has an obligation to indemnify Licensee pursuant to Section 8.2 .

Infringement Claims by Third Parties. If the Exploitation manufacture, or Commercialization of a Licensed any Product in any country or countries of the Territory pursuant to this Agreement using the Licensed IP under Section 3. l results in, or is reasonably expected to result in, any in a claim, suit or proceeding by a Third Party third party alleging patent infringement by against Licensor or Licensee or any of its Affiliates or its (or their Sublicenseesrespective Affiliates, Sublicensees or Distributors, as applicable) (a each, an “Third Party Infringement Claim”Action” ), including any defense or counterclaim in connection with Licensor’s or Licensee’s opinion, is likely to become the subject of an Infringement action initiated pursuant to Section 6.3.2Action, the such Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof hereto in writingwriting of the existence of such Infringement Action or of its concern that such an action is imminent. As between Licensor shall defend and control the Partiesdefense of any such Infringement Action at its own expense, using counsel reasonably experienced in the defense of patent infringement claims (except in the case of an Infringement Action based on Licensee Improvement, in which case Licensee shall be responsible for defending defend and control the defense of any such Infringement Action at its own expense, using counsel reasonably experienced in the defense of patent infringement claims). Licensee may participate in any such claim, suit suit, or proceeding, proceeding with counsel of its choice at its sole cost own expense. Without limitation of the foregoing, if Licensor finds it necessary or desirable to join Licensee as a party to any such action, Licensee shall execute all papers and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune perform such acts as shall be responsible for defending reasonably required at Licensor’s expense. If Licensor fails to initiate and maintain the defense of any such Infringement Action within ten (10) days of notice of such action, Licensee may conduct and control the defense of any such claim, suit suit, or proceeding at proceeding and Licensor shall indemnify Licensee in full for the expense of such defense (except in the case of an Infringement Action based on Licensee Improvement, in which case Licensee shall defend and control the defense of any such Infringement Action at its sole cost and own expense, using counsel reasonably experienced in the defense of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technologypatent infringement claims). MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee Each Party shall keep MedImmune the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claimsInfringement Action. Any damages, recoveries of any sanctions awarded to Licensee or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim Licensor (as applicable) and against a party asserting a claim being defended under this Section 6.4 7.3 shall be [***]applied as follows: such recovery shall be applied first to reimbursing the defending Party for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings (including reasonable attorneys’ fees, court costs and expenses), with the balance divided so that 50% is remitted to Licensor and 50% to Licensee.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Licensed Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against Everest or any of its Affiliates or Sublicensees alleging infringement by Licensee Everest or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an a Product Infringement action initiated pursuant to Section 6.3.29.4(b) (Enforcement of Licensed Patents and Joint Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation subject to technology licensed under any Exclusive Licensed Technology, and MedImmune ARTICLE 13 (Indemnification; Liability): (a) Everest shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneEverest’s choice; (b) NPLH may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Everest shall retain the right to technology licensed under any Non-Exclusive Licensed Technology. MedImmune control such claim, suit or proceeding; (c) NPLH shall, and shall cause its Affiliates to, assist and cooperate co-operate with LicenseeEverest, as Licensee Everest may reasonably request from time to time, in connection with its activities set out forth in this Section 6.49.5 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee Everest shall reimburse MedImmune NPLH for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee ; (d) Everest shall keep MedImmune NPLH reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee ; (e) Everest agrees to provide MedImmune NPLH with copies of all material pleadings filed in such action and to allow MedImmune NPLH reasonable opportunity to participate in the defense of the claims. Any Claims; and (f) any damages, or awards, including royalties royalties, incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 9.5 (Infringement Claims by Third Parties) shall be [***]borne by Everest subject to ARTICLE 13 (Indemnification; Liability).

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.26.5, the Party first becoming aware of such alleged infringement Third Party Infringement Claim shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding Third Party Infringement Claim at its sole cost and expense, using counsel of MedImmuneLicensee’s choice. AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Licensee shall retain the right to technology licensed under any Non-Exclusive Licensed Technologycontrol such claim, suit or proceeding. MedImmune AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.46.6, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune AstraZeneca for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune AstraZeneca with copies of all material pleadings filed in such action and to allow MedImmune AstraZeneca reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 6.6 shall be [***]borne by Licensee provided that to the extent such damages or awards relate to the Exploitation of a Licensed Compound, such amounts may be credited against any amounts payable by Licensee to AstraZeneca pursuant to Section 5.1.2.

Infringement Claims by Third Parties. If the Exploitation Development, manufacture or commercialization of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, Sublicensees (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.25.2 (Licensed Patents and Licensed Know-How Enforcement and Defense), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneLicensee’s choice. Ligand may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Licensee shall retain the right to technology licensed under any Non-Exclusive Licensed Technologycontrol such claim, suit or proceeding. MedImmune Ligand shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.45.3 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune Ligand for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune Ligand reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune Ligand with copies of all material pleadings filed in such action and to allow MedImmune Ligand reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 shall be [***].

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement Infringement by Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2this Clause 6.4 (Infringement Claims by Third Parties), the Party first becoming aware of such alleged infringement Infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmune’s Licensee's choice. ArQule may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Licensee shall retain the right to technology licensed under any Non-Exclusive Licensed TechnologyControl such claim, suit or proceeding. MedImmune ArQule shall, and shall cause its Affiliates to, assist Assist and cooperate co-operate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.4Clause 6.4 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided provided, further, that Licensee shall reimburse MedImmune ArQule for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune ArQule reasonably informed of all material developments Developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune ArQule with copies of all material pleadings filed in such action and to allow MedImmune ArQule reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section Clause 6.4 (Infringement Claims by Third Parties) shall be [***]borne by Licensee, subject to Clause 5.4(d) (Reductions) in the case of royalties. Notwithstanding the above, Licensee shall not enter into any settlement of any such claim without the prior written consent of ArQule if such settlement would require ArQule to be subject to an injunction or to make any monetary payment to Licensee or any Third Party, or admit any wrongful conduct by ArQule or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patents Controlled by ArQule.

Infringement Claims by Third Parties. If the Exploitation Development or Commercialization of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, in any claim, suit or proceeding by a Third Party alleging infringement by against Licensee or any of its Affiliates or its or their Sublicensees, Sublicensees alleging infringement (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated by Licensee or any of its Affiliates pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement Licensee shall promptly notify the other Party Licensor thereof in writing. As Except as provided in Section 9.3.2, as between the Parties, Licensee Licensor shall be responsible for defending have the first right to defend against any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using reputable, outside counsel mutually agreed to by the Parties, such agreement not to be unreasonably withheld, conditioned or delayed, and, with respect to any AstraZeneca Product References in connection with the defense of any such claim, suit or proceeding with respect to a Licensed Patent, using only factual statements contained in the approved label for the AstraZeneca Product or otherwise approved by Licensor and MedImmune in writing; provided that Licensee shall respond to any request to use an AstraZeneca Product Reference in connection with any such defense within ten (10) days of receipt of such request. Licensee and MedImmune may participate in any such claim, suit or proceeding with counsel of MedImmune’s its choice in relation at its sole cost and expense; provided that Licensor shall retain the right to technology licensed under any Non-Exclusive Licensed Technologycontrol such claim, suit or proceeding. MedImmune Licensee shall, and as necessary shall cause its Affiliates to, assist and cooperate with LicenseeLicensor, as Licensee Licensor may reasonably request from time to time, in connection with its activities set out forth in this Section 6.4, including including, where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence evidence, and making its employees available at reasonable business hours; provided that Licensee Licensor shall reimburse MedImmune Licensee for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee Licensor shall keep MedImmune Licensee reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee Licensor agrees to provide MedImmune Licensee with copies of all material pleadings filed in such action and to allow MedImmune Licensee reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended by Licensor under this Section 6.4 shall be [***]borne by Licensor. If Licensor or its designee does not take commercially reasonable steps to defend against such claim, suit or proceeding within ninety (90) days following the date upon which Licensor first receives notice or otherwise learns of such Third Party Infringement Claim or, provided such date occurs after Licensor receives notice or otherwise learns of such Third Party Infringement Claim, ten (10) Business Days before the time limit, if any, set forth in Applicable Law for filing of such actions, whichever comes first, then (a) Licensor shall so notify Licensee and (b) Licensee may defend against such Third Party Infringement Claim at its sole cost and expense. For clarity, except as provided in Section 9.3.2, as between the Parties, Licensee and its Affiliates shall have and retain the right to defend against any claim, suit or proceeding brought against Licensee or any of its Affiliates.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Licensed Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against Everest or any of its Affiliates or Sublicensees alleging infringement by Licensee Everest or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an a Product Infringement action initiated pursuant to Section 6.3.210.4(b) (Enforcement of Assigned Patents and Joint Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation subject to technology licensed under any Exclusive Licensed Technology, and MedImmune ARTICLE 14 (Indemnification; Liability): (a) Everest shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneEverest’s choice; (b) S▇▇▇▇ may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Everest shall retain the right to technology licensed under any Non-Exclusive Licensed Technology. MedImmune control such claim, suit or proceeding; (c) S▇▇▇▇ shall, and shall cause its Affiliates to, assist and cooperate co-operate with LicenseeEverest, as Licensee Everest may reasonably request from time to time, in connection with its activities set out forth in this Section 6.410.5 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee Everest shall reimburse MedImmune S▇▇▇▇ for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee ; (d) Everest shall keep MedImmune S▇▇▇▇ reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee ; (e) Everest agrees to provide MedImmune S▇▇▇▇ with copies of all material pleadings filed in such action and to allow MedImmune S▇▇▇▇ reasonable opportunity to participate in the defense of the claims. Any Claims; and (f) any damages, or awards, including royalties royalties, incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 10.5 (Infringement Claims by Third Parties) shall be [***]borne by Everest subject to ARTICLE 14 (Indemnification; Liability).

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against Licensee or any of its Affiliates or Sublicensees alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2Clause 6.3 (Enforcement of Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, subject to Clause 9 (INDEMNITY), (a) Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneLicensee’s choice, (b) Nabriva may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Licensee shall retain the right to technology licensed under any Non-Exclusive Licensed Technology. MedImmune control such claim, suit or proceeding, (c) Nabriva shall, and shall cause its Affiliates to, assist and cooperate co-operate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.4Clause 6.4 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune Nabriva for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. , (d) Licensee shall keep MedImmune Nabriva reasonably informed of all material developments in connection with any such claim, suit or proceeding. , (e) Licensee agrees to provide MedImmune Nabriva with copies of all material pleadings filed in such action and to allow MedImmune Nabriva reasonable opportunity to participate in the defense of the claims. Any , and (f) any damages, or awards, including royalties royalties, incurred or awarded in connection with any Third Party Infringement Claim defended under this Section Clause 6.4 (Infringement Claims by Third Parties) shall be [***]borne by Licensee.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 shall be [***].

Infringement Claims by Third Parties. If Each Party shall promptly notify the Exploitation other Party in writing of, but in no event later than 30 days after the earlier of receiving written notice or, to the actual knowledge of any of a Party’s patent attorneys with responsibility for Licensed Products, becoming aware of, any threatened or actual claim, action, suit or proceeding by a Third Party against Licensee, or any of its Affiliates or its or their Sublicensees relating to the infringement of such Third Party’s Patents or unauthorized use or misappropriation of such Third Party’s Information, based upon an assertion or claim arising out of the research, development, commercialization or Manufacture of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their SublicenseesSublicensees(such claim, (action, suit or proceeding, a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. 5.3 As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed TechnologyThird Party Infringement Claim, and MedImmune shall be responsible for defending any such claimcontrol the conduct thereof, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneLicensee’s choice. AstraZeneca may participate in any such Third Party Infringement Claim, with counsel of its choice in relation to technology licensed under any Non-Exclusive Licensed Technologyat its sole cost and expense; provided that Licensee shall control such Third Party Infringement Claim. MedImmune AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.45.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such actionThird Party Infringement Claim, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune AstraZeneca for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claimsThird Party Infringement Claim. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 5.4 shall be [***]borne by Licensee.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee Lilly or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2‎8.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee Lilly shall be responsible for defending have the first right, but not the obligation, to defend and control the defense of any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmune’s its own choice. ACI may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense. If Lilly or its designee elects (in relation a written communication submitted to technology licensed under ACI within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any Non-Exclusive Licensed Technologysuch claim, suit or proceeding, within such time periods so that ACI is not prejudiced by any delays, ACI may conduct and control the defense of any such claim, suit or proceeding at its sole cost and expense. MedImmune Where a Party controls such an action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with Licenseethe controlling Party, as Licensee such controlling Party may reasonably request from time to time, in connection with its activities set out forth in this Section 6.4Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, to such action, providing reasonable access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee Each Party shall keep MedImmune the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee Each Party agrees to provide MedImmune the other Party with copies of all material pleadings filed in such action and to allow MedImmune the other Party reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or recoveries awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 6.4 ‎8.4 shall be [*****].

Infringement Claims by Third Parties. If the Exploitation of a the Licensed Product Compounds or the Licensed Products in the Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement Infringement by Licensee Newsoara or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”)distributors or customers, including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.28.3 (Enforcement of Patents) (a “Third Party Infringement Claim”), the Party first becoming aware of such alleged infringement Infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee Newsoara shall be responsible for defending defend against any such claimThird Party Infringement Claim in the Territory, suit or proceeding, at its sole cost and expense using counsel of LicenseeNewsoara’s choice. Fifty percent (50%) of all costs and expenses (including any damages, awards, royalties, settlement amounts and other liabilities) incurred by Newsoara or any of its Affiliates or its or their Sublicensees, distributors or customers in relation connection with such Third Party Infringement Claim may be offset from the payments due to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible AUM for defending the corresponding Calendar Year or one or more years thereafter. AUM may participate in any such claim, suit or proceeding at proceeding with counsel of its choice at its sole cost and expense; provided that Newsoara shall retain the right to control such claim, using counsel of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technologysuit or proceeding. MedImmune AUM shall, and shall cause its Affiliates to, assist and cooperate with LicenseeNewsoara, as Licensee Newsoara may reasonably request from time to time, in connection with its activities set out forth in this Section 6.48.4 (Infringement Claims by Third Parties), including including, where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence evidence, and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee Newsoara shall keep MedImmune AUM reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee Newsoara agrees to provide MedImmune AUM with copies of all material pleadings filed in such action and to allow MedImmune consider in good faith and not unreasonably refuse to incorporate into its pleadings any timely and reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection comments from AUM with any Third Party Infringement Claim defended under this Section 6.4 shall be [***]respect thereto.

Infringement Claims by Third Parties. If the Exploitation of a the Licensed Product Compounds or the Licensed Products in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement Infringement by Licensee or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”)distributors or customers, including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.25.3.2 (Enforcement of Patents) (a “Third Party Infringement Claim”), the Party first becoming aware of such alleged infringement Infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending have the first right to defend against any such claimThird Party Infringement Claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, and Licensee shall solely bear all costs and expenses (including any damages, awards, royalties, settlement amounts and other liabilities) incurred by Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending connection with such Third Party Infringement Claim. AstraZeneca may participate in any such claim, suit or proceeding at proceeding with counsel of its choice at its sole cost and expense; provided that Licensee shall retain the right to control such claim, using counsel of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technologysuit or proceeding. MedImmune AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.45.4 (Infringement Claims by Third Parties), including including, where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence evidence, and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune AstraZeneca for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. If Licensee shall keep MedImmune reasonably informed of all material developments in connection with any or its designee does not take commercially reasonable steps to defend against such claim, suit or proceeding. Licensee agrees proceeding within [***] days following the first notice provided above with respect to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 shall be or, provided such date occurs after the first such notice of such Third Party Infringement Claim is provided, [***]] Business Days before the time limit, if any, set forth in Applicable Law for filing of such actions, whichever comes first, then (a) Licensee shall so notify AstraZeneca and (b) AstraZeneca may defend at its discretion against such Third Party Infringement Claim at its sole cost and expense; provided that AstraZeneca shall not enter into any settlement of any claim described in this Section 5.4 that incurs any financial liability on the part of Licensee, requires an admission of liability, wrongdoing or fault on the part of Licensee, without Licensee’s prior written consent, in each case, such consent not to be unreasonably withheld, conditioned or delayed.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Licensed Field in the Pfizer Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against Pfizer or any of its Affiliates or Sublicensees alleging infringement by Licensee Pfizer or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim XE "Third Party Infringement Claim" \t "See 9.5" ”), including any defense or counterclaim in connection with an a Product Infringement action initiated pursuant to Section 6.3.29.4(b) (Enforcement of Licensed Patents and Joint Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee subject to ARTICLE 13 (Indemnification; Liability): (a) Pfizer shall be responsible for defending have the first right, but not the obligation, to defend any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmunePfizer’s choice; (b) S▇▇▇▇ may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Pfizer shall retain the right to technology licensed under any Non-Exclusive Licensed Technology. MedImmune control such claim, suit or proceeding; (c) S▇▇▇▇ shall, and shall cause its Affiliates to, assist and cooperate co-operate with LicenseePfizer, as Licensee it may reasonably request from time to time, in connection with its activities set out forth in this Section 6.49.5 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee Pfizer shall reimburse MedImmune S▇▇▇▇ for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee ; (d) Pfizer shall keep MedImmune S▇▇▇▇ reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee ; (e) Pfizer agrees to provide MedImmune S▇▇▇▇ with copies of all material pleadings filed in such action and to allow MedImmune S▇▇▇▇ reasonable opportunity to participate in the defense of the claimsClaims. If Pfizer fails to defend such claim, suit or proceeding in any jurisdiction in the Pfizer Territory within (A) [***] Business Days following the notice of alleged infringement or (B) [***] Business Days before the time limit, if any, set forth in the Applicable Laws for the filing of such actions, whichever comes first, S▇▇▇▇ shall have the right, but not the obligation, to bring and control any such action in such jurisdiction in the Pfizer Territory at its own expense and by counsel of its own choice, and provisions of the preceding sentence shall apply mutatis mutandis to such proceeding and the conduct thereof. Any damages, or awards, including royalties royalties, incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 9.5 (Infringement Claims by Third Parties) shall be shared by Pfizer and S▇▇▇▇, in proportion to (1) [***] percent ([***]%) shall be allocated to the Party prosecuting and/or defending such suit or action and (2) [***] percent ([***]%) shall be allocated to the Party not prosecuting and/or defending such action; provided, that any amounts awarded and paid to Pfizer (whether by settlement, judgment, award or otherwise), other than punitive damages, shall be considered Net Sales for purposes of (and subject to the royalty obligations under) Section 8.4 (Royalty Payments) and Cumulative Net Sales for purposes of the Sales Milestone Events set forth in Section 8.3 (Commercial Milestones), in each case subject to ARTICLE 13 (Indemnification; Liability).

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee Mereo or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 6.3.29.4, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune ▇▇▇▇▇ shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense[***], using counsel of MedImmune▇▇▇▇▇’s choice. Prior to the Option Exercise Date, AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice [***]; provided that Mereo shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in relation any such claim, suit or proceeding relating to technology licensed under any Non-Exclusive Licensed Technologythe Option Patents from and including the Option Exercise Date. MedImmune AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with LicenseeMereo, as Licensee Mereo may reasonably request from time to time, in connection with its activities set out forth in this Section 6.49.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; hours; provided that Licensee Mereo shall reimburse MedImmune AstraZeneca for its reasonable and verifiable out-of-pocket [***] costs and expenses incurred in connection therewith. Licensee Mereo shall keep MedImmune AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee Mereo agrees to provide MedImmune AstraZeneca with copies of all material pleadings filed in such action and to allow MedImmune AstraZeneca reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 9.4 shall be [***]. For clarity, if ▇▇▇▇▇ is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c).

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee Insmed or any of its Affiliates or its or their Sublicensees, Sublicensees (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.28.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune Insmed shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneits choice. AstraZeneca shall participate as necessary in any such claim, suit or proceeding at Insmed’s choice in relation sole cost and expense unless AstraZeneca decides to technology licensed under any Non-Exclusive Licensed Technologyengage a counsel of its own, other than the counsel engaged by Insmed, at AstraZeneca’s sole cost and expense; provided that Insmed shall retain the right to control such claim, suit or proceeding. MedImmune AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with LicenseeInsmed, as Licensee Insmed may reasonably request from time to time, in connection with its activities set out forth in this Section 6.48.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee Insmed shall reimburse MedImmune AstraZeneca for its reasonable and verifiable actual, out-of-pocket costs and expenses incurred in connection therewith. Licensee Insmed shall keep MedImmune AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee Insmed agrees to provide MedImmune AstraZeneca with copies of all material pleadings filed in such action and to allow MedImmune AstraZeneca reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 8.4 shall be [***]be, subject to Section 7.4.2, borne by Insmed.