Common use of Invalidity or Unenforceability Defenses or Actions Clause in Contracts

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Option Patents by a Third Party and of which such Party becomes aware. As between the Parties, Mereo shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Option Patents [***]. If, prior to the Option Exercise Date, Mereo declines to defend any such invalidity claim with respect to an Option Patent, AstraZeneca may defend such invalidity claim [***]. For purposes of this Section 9.5, the Party defending any action pursuant to the foregoing sentence with respect to a Patent shall be the “Controlling Party.” If the Controlling Party or its designee elects not to defend or control the defense of the applicable Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any applicable Third Party agreements existing as of the Effective Date, the non-Controlling Party may conduct and control the defense of any such claim, suit or proceeding [***]. If Mereo exercises the Option, AstraZeneca shall have no right to defend or control the defense of for the relevant Option Patents from and including the relevant Option Exercise Date. The non-Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time in connection with its activities set forth in this Section 9.5, 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 the Controlling Party shall reimburse the non-Controlling Party for its [***] costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Option Patents pursuant to this Section 9.5, the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim.

Invalidity or Unenforceability Defenses or Actions. Each In the event that a Third Party or Sublicensee asserts, as a defense or as a counterclaim in any infringement action under Section 8.4.1, that any Ambit Licensed Patent or Program Patent is invalid or unenforceable, then the Party pursuing such infringement action shall promptly notify give written notice to the other Party. Where such allegation is made in an opposition, reexamination, interference or other patent office proceeding, the provisions of Section 8.3.7 shall apply. Where such allegation is made in a counterclaim to a suit or other action brought under Section 8.4.1, the Party with the first right to enforce the Patent Rights at issue shall have the first right to respond to such defense or defend against such counterclaim (as applicable) and the provisions of Section 8.4.1 (including step-in writing of rights and control over settlement) shall apply. In all other cases, including any alleged declaratory judgment action or threatened assertion of invalidity similar action or unenforceability of any of the Option Patents claim filed by a Third Party and of which such Party becomes aware. As between the Partiesasserting that any Ambit Licensed Patent or Program Patent is invalid or unenforceable, Mereo Astellas shall have the first right, but not the obligation, right to defend such action, at Astellas’s expense, and control Ambit will cooperate with Astellas, at Astellas’s expense in such defense. In the defense of the validity and enforceability of the Option Patents [***]. If, prior to the Option Exercise Date, Mereo declines event Astellas does not so elect to defend any such invalidity claim an action with respect to an Option Patentany Ambit Licensed Patent or Program Patent under this Section 8.3.8, AstraZeneca may it shall so notify Ambit in writing, and Ambit shall have the right to so defend such invalidity claim [***]action, at Ambit’s expense; provided, however, that Ambit shall obtain the written consent of Astellas prior to ceasing to defend, settling or otherwise compromising such defense or counterclaim if such action is likely to materially adversely affect Astellas’s interests in the applicable Ambit Licensed Patent or Program Patent or rights under this Agreement. For purposes of this Section 9.5, Each Party shall provide to the Party defending any action pursuant to such rights under this Section 8.3.8 all reasonable assistance in such enforcement, at such defending Party’s request and expense. The defending Party shall keep the foregoing sentence with respect to a Patent shall be the “Controlling Party.” If the Controlling other Party or its designee elects not to defend or control the defense regularly informed of the applicable Patents in a suit brought in the Territory or otherwise fails to initiate status and maintain the defense progress of any such claim, suit or proceeding, then subject to any rights of Third Parties under any applicable Third Party agreements existing as of the Effective Date, the non-Controlling Party may conduct and control the defense of any such claim, suit or proceeding [***]. If Mereo exercises the Option, AstraZeneca shall have no right to defend or control the defense of for the relevant Option Patents from and including the relevant Option Exercise Date. The non-Controlling Party in such an action shallefforts, and shall cause its Affiliates to, assist and cooperate with reasonably consider the Controlling other Party, as ’s comments on any such Controlling Party may reasonably request from time to time in connection with its activities set forth in this Section 9.5, 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 the Controlling Party shall reimburse the non-Controlling Party for its [***] costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Option Patents pursuant to this Section 9.5, the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaimefforts.

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Option Patents by a Third Party and of which such Party becomes aware. As between the Parties, Mereo (i) Prosecuting Party pursuant to 6.2.2 shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Option Exclusive Licensed Patents [***]. Ifat its sole cost and expense, prior to the Option Exercise Date, Mereo declines to defend any using counsel of Prosecuting Party’s choice and including when such invalidity claim or unenforceability is raised as a defense or counterclaim in connection with respect an Infringement action initiated pursuant to an Option Patent, AstraZeneca may defend such invalidity claim [***]Section 6.3. For purposes of this Section 9.56.5, the Party defending prosecuting any action Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Controlling Party.” With respect to any such claim, suit or proceeding in the Territory, the non-Controlling Party may participate in such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that the Controlling Party shall retain control of the defense in such claim, suit or proceeding. If the Controlling Party or its designee elects not to defend or control the defense of the applicable Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date, ) the non-Controlling Party may conduct and control the defense of any such claim, suit or proceeding [***]. If Mereo exercises the Option, AstraZeneca shall have no right to defend or control the defense of for the relevant Option Patents from at its sole cost and including the relevant Option Exercise Dateexpense. The non-Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time time, in connection with its activities set forth out in this Section 9.56.5, 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 the Controlling Party shall reimburse the non-Controlling Party for its [***] reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Option Patents Exclusive Licensed Patents, pursuant to this Section 9.56.5, the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim.

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Option AstraZeneca Patents by a Third Party and of which such Party becomes aware. As between the Parties, Mereo AstraZeneca shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Option AstraZeneca Patents [***]. Ifat its sole cost and expense, prior to using counsel of AstraZeneca’s choice and (b) Licensee shall have the Option Exercise Datesole right, Mereo declines but not the obligation, to defend and control the defense of the validity and enforceability of the Licensee Patents at its sole cost and expense, using counsel of Licensee’s choice, including, in each case ((a) and (b)), when such invalidity or unenforceability is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 5.3. With respect to any such invalidity claim claim, suit or proceeding related to AstraZeneca Patents in the Territory, Licensee may participate in such claim, suit or proceeding with respect to an Option Patentcounsel of its choice at its sole cost and expense; provided that AstraZeneca shall retain control of the defense in such claim, suit or proceeding. If AstraZeneca may defend such invalidity claim [***]. For purposes of this Section 9.5, the Party defending any action pursuant to the foregoing sentence with respect to a Patent shall be the “Controlling Party.” If the Controlling Party or its designee elects not to defend or control the defense of the applicable AstraZeneca Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any applicable Third Party agreements existing as of the Effective Date, the non-Controlling Party Licensee may conduct and control the defense of any such claim, suit or proceeding [***]at its sole cost and expense. If Mereo exercises the Option, AstraZeneca shall have no right to defend or control the defense of for the relevant Option Patents from and including the relevant Option Exercise Date. The non-Controlling Party in such an action Licensee shall, and shall cause its Affiliates to, assist and cooperate fully with the Controlling Party, as respect to such Controlling Party may reasonably request from time to time in connection with its activities set forth in this Section 9.5action, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named joined as a necessary party to, plaintiff in such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party AstraZeneca shall reimburse the non-Controlling Party Licensee for its [***] reasonable and verifiable costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Option Patents pursuant to this Section 9.5, the Controlling Party AstraZeneca shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party Licensee and (z) shall keep the non-Controlling Party Licensee reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with respect to such defense, claim or counterclaimaction.

Invalidity or Unenforceability Defenses or Actions. Each 12.3.1 In the event that a Third Party asserts, as a defense or as a counterclaim in any infringement action under Section 12.2, that any Licensed IP Rights are invalid or unenforceable, then the Party pursuing such infringement action shall promptly notify give written notice to the other Party. The Party that is the plaintiff in writing the underlying suit or action against such Third Party shall, at its sole cost and expense, respond to such defense or defend against such counterclaim (as applicable), provided that to the extent that the other Party’s Patent Rights are the subject of any alleged or threatened assertion of such invalidity or unenforceability of defense or counterclaim, the Party that has the right to enforce such Patent Rights under Section 12.2, at its sole cost and expense, shall control all decisions as to such response or defense (in consultation with the other Party), provided further that, except as permitted in Section 12.5, neither Party shall settle or otherwise compromise such defense or counterclaim in any of way that materially adversely affects the Option Patents by other Party’s Patent Rights or its interest therein, or rights under this Agreement, without such other Party’s written consent, not to be unreasonably withheld or delayed. 12.3.2 In the event that a Third Party and asserts, in a declaratory judgment action or similar action or claim filed by such Third Party, that any Licensed IP Rights are invalid or unenforceable, then the Party first becoming aware of which such Party becomes aware. As between the Parties, Mereo action or claim shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Option Patents [***]. If, prior promptly give written notice to the Option Exercise Dateother Party. The Party that is the defendant in such suit or action or claim by such Third Party shall, Mereo declines at its sole cost and expense, respond to such defense or defend any against such action or claim (as applicable), provided that to the extent that the other Party’s Patent Rights are the subject of such invalidity claim with respect to an Option Patent, AstraZeneca may defend such invalidity claim [***]. For purposes of this Section 9.5or unenforceability action or claim, the Party defending that has the right to enforce such Patent Rights under Section 12.2, at its sole cost and expense, shall control all decisions as to such response or defense (in consultation with the other Party). Notwithstanding the foregoing, subject to Section 12.5, neither Party shall settle or otherwise compromise such declaratory judgment action or similar action or claim in any action pursuant to way that materially adversely affects the foregoing sentence with respect to a other Party’s Patent shall be the “Controlling Party.” If the Controlling Party Rights or its designee elects interest therein, or rights under this Agreement, without such other Party’s written consent, not to defend be unreasonably withheld or control the defense of the applicable Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any applicable Third Party agreements existing as of the Effective Date, the non-Controlling Party may conduct and control the defense of any such claim, suit or proceeding [***]. If Mereo exercises the Option, AstraZeneca shall have no right to defend or control the defense of for the relevant Option Patents from and including the relevant Option Exercise Date. The non-Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time in connection with its activities set forth in this Section 9.5, 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 the Controlling Party shall reimburse the non-Controlling Party for its [***] costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Option Patents pursuant to this Section 9.5, the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaimdelayed.

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Option Patents by (a) If a Third Party and of which such Party becomes aware. As between the Partiesasserts, Mereo shall have the first rightas a defense or as a counterclaim in any infringement action under Sections 7.1, but not the obligation7.2 or 7.3, to defend and control the defense of the validity and enforceability of the Option Patents [***]. Ifthat any Licensed Patent is invalid or unenforceable, prior to the Option Exercise Date, Mereo declines to defend any such invalidity claim with respect to or that an Option Patent, AstraZeneca may defend such invalidity claim [***]. For purposes of this Section 9.5, the Party defending any action pursuant to the foregoing sentence interference should be declared with respect to a Patent Licensed Patent, then the Parties shall promptly meet (which meeting may at any Party’s request be by telephone conference or videoconference) to discuss the response to such defense or defense of such counterclaim or action (as applicable) and shall cooperate with one another in such response or defense. The Party or Parties that are the plaintiffs in the underlying suit or action against such Third Party shall have the initial right to respond to such defense or defend against such counterclaim (as applicable), provided that such response or defense shall be conducted in collaboration with the “Controlling other Parties, to the extent that the other Parties’ intellectual property rights or rights under this Agreement are the subject of such invalidity or unenforceability defense or counterclaim. The Party plaintiff shall involve such other Party(ies) in all decisions as to such response or defense, and in any event such Party plaintiff shall not settle or otherwise compromise such defense or counterclaim in any way that adversely affects such other Party.” If ’s Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Controlling Party Commission. intellectual property rights or its designee elects rights under this Agreement without such other Party’s written consent, not to defend be unreasonably withheld or control delayed. (b) Similarly, if a Third Party asserts, in a declaratory judgment action or similar action or claim filed by such Third Party that any Licensed Patent is invalid or unenforceable or that an interference should be declared with respect to a Licensed Patent, then the Parties shall promptly meet (which meeting may at any Party’s request be by telephone conference or videoconference) to discuss the defense of such action or claim and shall cooperate with one another in such defense. The Party that is the applicable Patents defendant in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceedingaction shall have the initial right to defend against same, then provided that such defense shall be conducted in collaboration with the other Parties and a process under which each Party shall have a reasonable opportunity to participate in such defense shall be established, and in any event Acorda shall at all times be permitted to intervene in such defense, at its expense, and provided further that to the extent that any other Party’s intellectual property rights or interests under this Agreement are the subject to any rights of Third Parties under any applicable Third Party agreements existing as of the Effective Dateof, the non-Controlling Party may conduct and control the defense of any or materially impacted by, such invalidity or unenforceability claim, suit or proceeding [***]. If Mereo exercises action, the Option, AstraZeneca defending Party shall have no right to defend or control the defense of for the relevant Option Patents from and including the relevant Option Exercise Date. The non-Controlling involve such other Party in all decisions as to such an action shalldefense, and in any event such defending Party shall cause not settle or otherwise compromise such defense in any way that adversely affects such other Party’s intellectual property rights or its Affiliates torights under this Agreement without such other Party’s written consent, assist and cooperate with the Controlling Party, as such Controlling not to be unreasonably withheld or delayed. (c) The Party may reasonably request from time to time in connection with its activities set forth in defending any claim or action under this Section 9.5, including where necessary, furnishing a power 7.4 shall be responsible for one hundred percent (100%) of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents the out-of-pocket and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non-Controlling Party for its [***] costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Option Patents pursuant to this Section 9.5, the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken such defenses, provided that if Acorda is defending, Acorda may credit such defense costs and provide copies of all material documents filed, in connection with such defense, claim or counterclaimexpenses against royalties owed to Institutions under Sections 3.2 and 3.3.

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify (a) In the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Option Patents by event that a Third Party or Sublicensee asserts, as a defense or as a counterclaim in any infringement action under Section 8.3.1, that any Product Trademark, GPC Biotech Patent, Licensee Patent or Joint Patent is invalid or unenforceable, then the Party pursuing such infringement action shall promptly give written notice to the other Party. With respect to the Product Trademarks, GPC Biotech Patents and of which such Party becomes aware. As between the PartiesJoint Patents, Mereo subject to the Spectrum Agreement, GPC Biotech shall have the first right, but not the obligation, through counsel of its choosing, to respond to such defense or defend against such counterclaim (as applicable) and, if Licensee is pursuing the applicable infringement action under Section 8.3.1, Licensee shall allow GPC Biotech to control such response or defense (as applicable). With respect to the Licensee Patents Licensee shall have the first right, but not the obligation, through counsel of its choosing, to respond to such defense or defend against such counterclaim (as applicable) and, if GPC Biotech is pursuing the applicable infringement action under Section 8.3.1, GPC Biotech shall allow Licensee to control such response or defense (as applicable). Any costs and control expenses with respect to such response or defense against such counterclaim shall be borne by the Party controlling such response or defense. If either Party determines not to respond to such defense or defend against such counterclaim (as applicable), the other Party shall, at its sole cost and expense, have the right to respond to such defense or defend against such counterclaim (as applicable); provided, however, that such other Party shall obtain the written consent of GPC Biotech, with respect to the validity GPC Biotech Patents and enforceability of the Option Patents [***]. IfJoint Patents, or Licensee, with respect to the Licensee Patents, prior to ceasing to defend, settling or otherwise compromising such defense or counterclaim, such consent not to be unreasonably withheld or delayed. (b) Similarly, if a Third Party or Sublicensee asserts, in a declaratory judgment action or similar action or claim filed by such Third Party, that any Product Trademark, GPC Biotech Patent, Licensee Patent or Joint Patent is invalid or unenforceable, then the Option Exercise DateParty first becoming aware of such action or claim shall promptly give written notice to the other Party. With respect to the Product Trademarks, Mereo declines GPC Biotech Patents and Joint Patents, subject to the Spectrum Agreement, GPC Biotech shall have the first right, but not the obligation, through counsel of its choosing, to defend any against such invalidity claim action or claim. With respect to the Licensee Patents Licensee shall have the first right, but not the obligation, through counsel of its choosing, to defend against such action or claim. Any costs and expenses with respect to an Option Patent, AstraZeneca may defend such invalidity claim [***]. For purposes of this Section 9.5, * Confidential Treatment Requested defense shall be borne by the Party defending any against such action pursuant or claim. If either Party determines not to the foregoing sentence assume such defense with respect to a Patent shall be (y) the “Controlling Party.” If the Controlling Party or its designee elects not to defend or control the defense of the applicable Product Trademarks, GPC Biotech Patents and Joint Patents in a suit brought the Licensee Territory or (z) the Licensee Patents in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceedingTerritory, then subject to any rights of Third Parties under any applicable Third other Party agreements existing as of shall, at its sole cost and expense, have the Effective Date, the non-Controlling Party may conduct and control the defense of any such claim, suit or proceeding [***]. If Mereo exercises the Option, AstraZeneca shall have no right to defend against such action or control claim; provided, however, that the defense other Party shall obtain the written consent of for GPC Biotech, with respect to the relevant Option GPC Biotech Patents from and including the relevant Option Exercise Date. The non-Controlling Joint Patents, or Licensee, with respect to the Licensee Patents, prior to ceasing to defend, settling or otherwise compromising any such action or claim, such consent not to be unreasonably withheld or delayed. (c) Each Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with provide to the Controlling Party, as such Controlling other Party may reasonably request from time to time all reasonable assistance requested by the other Party in connection with its activities set forth in any action, claim or suit under this Section 9.58.4.2, including where necessaryallowing such other Party access to the assisting Party’s files and documents and to the assisting Party’s personnel who may have possession of relevant information. In particular, furnishing a power the assisting Party shall promptly make available to the other Party, free of attorney solely for such purpose charge, all information in its possession or joining in, or being named as a control that it is aware will be reasonably necessary party to, to assist the other Party in responding to any such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non-Controlling Party for its [***] costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Option Patents pursuant to this Section 9.5, the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaimsuit.

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Option Patents by (a) If a Third Party and of which such Party becomes aware. As between the Partiesasserts, Mereo shall have the first rightas a defense or as a counterclaim in any infringement action under Sections 7.1, but not the obligation7.2 or 7.3, to defend and control the defense of the validity and enforceability of the Option Patents [***]. Ifthat any Licensed Patent is invalid or unenforceable, prior to the Option Exercise Date, Mereo declines to defend any such invalidity claim with respect to or that an Option Patent, AstraZeneca may defend such invalidity claim [***]. For purposes of this Section 9.5, the Party defending any action pursuant to the foregoing sentence interference should be declared with respect to a Patent Licensed Patent, then the Parties shall promptly meet (which meeting may at any Party’s request be by telephone conference or videoconference) to discuss the response to such defense or defense of such counterclaim or action (as applicable) and shall cooperate with one another in such response or defense. The Party or Parties that are the plaintiffs in the underlying suit or action against such Third Party shall have the initial right to respond to such defense or defend against such counterclaim (as applicable), provided that such response or defense shall be conducted in collaboration with the “Controlling other Parties, to the extent that the other Parties’ intellectual property rights or rights under this Agreement are the subject of such invalidity or unenforceability defense or counterclaim. The Party plaintiff shall involve such other Party(ies) in all decisions as to such response or defense, and in any event such Party plaintiff shall not settle or otherwise compromise such defense or counterclaim in any way that adversely affects such other Party.” If ’s Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Controlling Party Commission. intellectual property rights or its designee elects rights under this Agreement without such other Party’s written consent, not to defend be unreasonably withheld or control delayed. (b) Similarly, if a Third Party asserts, in a declaratory judgment action or similar action or claim filed by such Third Party that any Licensed Patent is invalid or unenforceable or that an interference should be declared with respect to a Licensed Patent, then the Parties shall promptly meet (which meeting may at any Party’s request be by telephone conference or videoconference) to discuss the defense of such action or claim and shall cooperate with one another in such defense. The Party that is the applicable Patents defendant in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceedingaction shall have the initial right to defend against same, then provided that such defense shall be conducted in collaboration with the other Parties and a process under which each Party shall have a reasonable opportunity to participate in such defense shall be established, and in any event Acorda shall at all times be permitted to intervene in such defense, at its expense, and provided further that to the extent that any other Party’s intellectual property rights or interests under this Agreement are the subject to any rights of Third Parties under any applicable Third Party agreements existing as of the Effective Dateof, the non-Controlling Party may conduct and control the defense of any or materially impacted by, such invalidity or unenforceability claim, suit or proceeding [***]. If Mereo exercises action, the Option, AstraZeneca defending Party shall have no right to defend or control the defense of for the relevant Option Patents from and including the relevant Option Exercise Date. The non-Controlling involve such other Party in all decisions as to such an action shalldefense, and in any event such defending Party shall cause not settle or otherwise compromise such defense in any way that adversely affects such other Party’s intellectual property rights or its Affiliates torights under this Agreement without such other Party’s written consent, assist and cooperate with the Controlling Party, as such Controlling not to be unreasonably withheld or delayed. (c) The Party may reasonably request from time to time in connection with its activities set forth in defending any claim or action under this Section 9.5, including where necessary, furnishing a power of attorney solely 7.4 shall be responsible 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 the Controlling Party shall reimburse the non-Controlling Party for its [***] of the out-of-pocket and reasonable costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Option Patents pursuant to this Section 9.5, the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken such defenses, provided that if Acorda is defending, Acorda may credit such defense costs and provide copies of all material documents filed, in connection with such defense, claim or counterclaimexpenses against royalties owed to Institutions under Sections 3.2 and 3.3.

Invalidity or Unenforceability Defenses or Actions. Each (a) In the event that a Third Party asserts, as a defense or as a counterclaim in any Patent Infringement action under Section 11.1 or in a declaratory judgment action or similar action or claim filed by such Third Party, that any Regeneron Core Patent, Sanofi Core Patent or Joint Patent is invalid or unenforceable (a “Third Party Invalidity Assertion”), then the Party first becoming aware of such Third Party Invalidity Assertion shall promptly notify give written notice thereof to the other Party within five (5) Business Days. (b) With respect to any Third Party Invalidity Assertion, (i) Regeneron shall, at its cost and expense, have the first right (and, with respect to the Regeneron Core Patents in writing the Regeneron Territory, the sole right) to control the defense of such Third Party Invalidity Assertion (including, subject to Section 11.4(c), any alleged settlement thereof) to the extent that it relates to any Regeneron Managed Patent and (ii) Sanofi shall, at its cost and expense, have the first right (and, with respect to the Sanofi Core Patents in the Sanofi Territory, the sole right) to control the defense of such Third Party Invalidity Assertion (including, subject to Section 11.4(c), any settlement thereof) to the extent that it relates to any Sanofi Managed Patent (the Party with the first right or threatened assertion the sole right being referred to as the “Lead Defense Party”); provided, however, that the Parties shall ensure that there is proper communication and coordination of invalidity or unenforceability activities between the Parties. If the Lead Defense Party has the first right (but not the sole right) and fails to initiate and maintain the defense of any of the Option Patents by a Third Party Invalidity Assertion, the non-Lead Defense Party shall have the right to control such defense at its own cost and expense by providing written notice to the other Party (the Party who controls the defense to be referred to as the “Defending Party”). The non-Defending Party will provide reasonable assistance to the Defending Party in the defense of which such any applicable Third Party becomes awareInvalidity Assertion, and if required by applicable Law, will join in the applicable action at the Defending Party’s cost and expense. As Although the Defending Party has the right to select counsel of its own choice, it shall first consult with the other Party and consider in good faith the recommendations of the other Party. The non-Defending Party shall have the right to join in any applicable action using counsel of its choice at its sole discretion and cost and expense, subject to Section 11.4(c). (c) If the Defending Party is the Lead Defense Party, then the Lead Defense Party has the right to settle any Third Party Invalidity Assertion action [* * *]. If the Defending Party is not the Lead Defense Party, then the Defending Party [* * *]. (d) For the avoidance of doubt, as between the Parties, Mereo shall have (i) Regeneron has the first sole right, but not the obligation, to defend and control the defense (including any settlement thereof) of any assertion by a Third Party (whether as a defense or as a counterclaim in any infringement action or in a declaratory judgment action or similar action or claim filed by such Third Party) that any Regeneron Background Patent is invalid or unenforceable and (ii) Sanofi has the validity and enforceability of sole right, but not the Option Patents [***]. Ifobligation, prior to the Option Exercise Date, Mereo declines to defend any such invalidity claim with respect to an Option Patent, AstraZeneca may defend such invalidity claim [***]. For purposes of this Section 9.5, the Party defending any action pursuant to the foregoing sentence with respect to a Patent shall be the “Controlling Party.” If the Controlling Party or its designee elects not to defend or control the defense (including any settlement thereof) of the applicable Patents any assertion by a Third Party (whether as a defense or as a counterclaim in any infringement action or in a suit brought in the Territory declaratory judgment action or otherwise fails to initiate and maintain the defense of similar action or claim filed by such Third Party) that any such claim, suit Sanofi Background Patent is invalid or proceeding, then subject to any rights of Third Parties under any applicable Third Party agreements existing as of the Effective Date, the non-Controlling Party may conduct and control the defense of any such claim, suit or proceeding [***]. If Mereo exercises the Option, AstraZeneca shall have no right to defend or control the defense of for the relevant Option Patents from and including the relevant Option Exercise Date. The non-Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time in connection with its activities set forth in this Section 9.5, 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 the Controlling Party shall reimburse the non-Controlling Party for its [***] costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Option Patents pursuant to this Section 9.5, the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaimunenforceable.

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Option Licensed Patents, Joint Patents or EverInsight Patents worldwide, by a Third Party and of which such Party becomes aware. As between the Parties, Mereo : (a) VistaGen and EverInsight shall coordinate with each other to defend and control the defense of the validity and enforceability of any Joint Patents in the Territory and share the cost and expense thereof; (b) VistaGen shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of any Licensed Patents, at its sole cost and expense, using counsel of VistaGen’s choice; (c) EverInsight shall have the Option Patents [***]. Iffirst right, prior to but not the Option Exercise Dateobligation, Mereo declines to defend and control the defense of the validity and enforceability of any such invalidity claim EverInsight Patents, at its sole cost and expense, using counsel of EverInsight’s choice; provided however that, notwithstanding the foregoing, Section 9.4 shall control with respect to any such claim that is a Product Infringement or is a counter claim in an Option Patent, AstraZeneca may defend such invalidity claim [***]enforcement action against a Project Infringement. For purposes of this Section 9.59.6 (Invalidity or Unenforceability Defenses or Actions), the Party defending any action and controlling the defense of the validity and enforceability pursuant to the foregoing sentence with respect to a Patent shall be the “Controlling Party.” If the Controlling Party or its designee elects not ”. With respect to defend or control the defense of the applicable Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties proceeding in the Territory under any applicable Third Party agreements existing as of the Effective Datethis Section 9.6 (Invalidity or Unenforceability Defenses or Actions), the non-Controlling Party may conduct participate in such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that the Controlling Party shall retain control of the defense in such claim, suit or proceeding. If the Controlling Party elects not to defend the applicable Patents in a suit, then the Controlling Party shall notify the non-Controlling Party of such election at least sixty (60) days before the time limit, if any, set forth in Applicable Laws for defending such actions, with the proviso that if the Controlling Party is VistaGen, then, to the extent permitted under the Pherin License, EverInsight shall have the right, but not the obligation, for any such Invalidity or Unenforceability Defenses or Actions, to assume control of the defense of any such claim, suit or proceeding [***]. If Mereo exercises the Option, AstraZeneca shall have no right to defend or control the defense of for the relevant Option Patents from at its sole cost and including the relevant Option Exercise Dateexpense. The non-Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate co-operate with the Controlling Party, as such Controlling Party may reasonably request from time to time time. in connection with its activities set forth in this Section 9.59.6 (Invalidity or Unenforceability Defenses or Actions), 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 the Controlling Party shall reimburse the non-Controlling Party for its [***] reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Option Licensed Patents, EverInsight Patents pursuant or Joint Patents licensed under Section 2.1 (License to this EverInsight) or Section 9.52.2 (License to VistaGen), the Controlling Party shall (xi) consult with the non-Controlling Party as to the strategy for such activities, (yii) consider in good faith any comments from the non-Controlling Party and (ziii) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim.

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Option RVL Patents, Joint Patents or Licensee Patents by a Third Party (including any request for, or any filing or declaration of, any reexamination, review, derivation, interference, opposition, or other patent office proceeding challenging, reviewing, or reexamining the validity or priority of the patent) and of which such Party becomes aware. As between the Parties, Mereo (i) RVL shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Option RVL Patents [***]. Ifand the Joint Patents at its sole cost and expense, prior using counsel of RVL’s own choice, including when such invalidity or unenforceability is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to the Option Exercise Date, Mereo declines Section 6.3; provided that if RVL shall not unreasonably refuse to defend and control the defense if requested by Licensee, and (ii) Licensee shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Licensee Patents at its sole cost and expense, using counsel of Licensee’s own choice, including when such invalidity or unenforceability is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3. The non-controlling Party may participate in any such invalidity claim claim, suit or proceeding in the Territory with respect to an Option Patentcounsel of its choice at its sole cost and expense; provided that the controlling-Party shall retain control of the defense in such claim, AstraZeneca may defend such invalidity claim [***]suit or proceeding. For purposes of this Section 9.5, the Party defending any action pursuant to the foregoing sentence with respect to a Patent shall be the “Controlling Party.” If the Controlling controlling-Party or its designee elects not to defend or control the defense of the applicable Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any applicable Third Party agreements existing as of the Effective DateIn-License Agreements, the non-Controlling controlling Party may conduct and control the defense of any such claim, suit or proceeding [***]at its sole cost and expense. If Mereo exercises RVL shall exercise its rights and interest and perform its obligations under the Option, AstraZeneca shall In-License Agreements in a manner that is sufficient to (a) enable Licensee to have no the right (before the licensor under the In-License Agreements) to defend or and control the defense of for the relevant Option Patents from validity and including enforceability of the relevant Option Exercise Date. The non-Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time in connection with its activities set forth in this Section 9.5, including where necessary, furnishing a power of attorney solely for such purpose or joining inRVL Patents, 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 the Controlling Party shall reimburse the non-Controlling Party for its [***] costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Option Patents pursuant (b) otherwise give full effect to this Section 9.5, the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim6.5.

Invalidity or Unenforceability Defenses or Actions. (a) In the event that a Third Party or Sublicensee asserts, as a defense or as a counterclaim in any infringement action under Section 8.3.1, that any Product Trademark, Licensor Patent, Licensee Patent or Joint Patent is invalid or unenforceable, then the Party enforcing such Product Trademark or Patent in accordance with Section 8.3 shall defend such a defense or as a counterclaim in accordance with Section 8.3; provided, that, if Licensee is such enforcing Party, it shall obtain the written consent of Licensor with respect to the Licensor Patents and the Joint Patents, prior to ceasing to defend, settling or otherwise compromising such defense or counterclaim, such consent not to be unreasonably withheld or delayed. (b) Similarly, if a Third Party or Sublicensee asserts, in a declaratory judgment action or similar action or claim filed by such Third Party, that any Product Trademark, Licensor Patent, Licensee Patent or Joint Patent is invalid or unenforceable, then the Party first becoming aware of such action or claim shall promptly give written notice to the other Party, then the Party enforcing such Product Trademark or Patent in accordance with Section 8.3 shall defend such action in accordance with Section 8.3; provided, that, if Licensee is such enforcing Party, it shall obtain the written consent of Licensor with respect to the Licensor Patents and the Joint Patents, prior to ceasing to defend, settling or otherwise compromising such defense or counterclaim, such consent not to be unreasonably withheld or delayed. (c) Each Party shall promptly notify provide to the other Party all reasonable assistance requested by the other Party in writing of connection with any alleged action, claim or threatened assertion of invalidity or unenforceability of any of the Option Patents by a Third suit under this Section 8.4.2, including allowing such other Party and of which such Party becomes aware. As between the Parties, Mereo shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Option Patents [***]. If, prior access to the Option Exercise Date, Mereo declines assisting Party’s files and documents and to defend any such invalidity claim with respect to an Option Patent, AstraZeneca the assisting Party’s personnel who may defend such invalidity claim [***]have possession of relevant information. For purposes of this Section 9.5In particular, the assisting Party defending any action pursuant shall promptly make available to the foregoing sentence with respect to a Patent shall be the “Controlling other Party.” If the Controlling Party or , free of charge, all information in its designee elects not to defend possession or control that it is aware will be reasonably necessary to assist the defense of the applicable Patents other Party in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject responding to any rights of Third Parties under any applicable Third Party agreements existing as of the Effective Date, the non-Controlling Party may conduct and control the defense of any such claim, suit or proceeding [***]. If Mereo exercises the Option, AstraZeneca shall have no right to defend or control the defense of for the relevant Option Patents from and including the relevant Option Exercise Date. The non-Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time in connection with its activities set forth in this Section 9.5, 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 the Controlling Party shall reimburse the non-Controlling Party for its [***] costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Option Patents pursuant to this Section 9.5, the Controlling Party suit. (d) Licensee shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith not enter into any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed settlement of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaimaction under Sections 8.3 or 8.4 without the prior written consent of Licensor (which consent will not unreasonably be withheld, delayed or conditioned) if such settlement includes a finding, stipulation or agreement that any Licensor Patent is invalid or unenforceable, or results in or requires a reduction in the scope or abandonment of a claim or enforceable right in any Licensor Patent.

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged alleged, or threatened threatened, or actual assertion of invalidity or unenforceability of any of the Option Subject Patents by a Third Party Party, including, without limitation, in connection with any inter partes review, post grant review, reexamination and other similar proceeding before the relevant patent office, a declaratory judgement action of invalidity, a revocation action and other similar proceeding filed in any court or similar tribunal in the Territory (collectively, an “Invalidity Claim”), and of which such Party becomes aware. For purposes of this Section 4.4, the Party defending the Invalidity Claim with respect to a Patent shall be the “Controlling Party.” As between the Parties, Mereo (a) Sublicensor shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Option Patents [***]. If, prior to the Option Exercise Date, Mereo declines to defend any such invalidity claim an Invalidity Claim with respect to an Option Patent, AstraZeneca may defend such invalidity claim [***]. For purposes of this Section 9.5the Licensed Patents, the Party defending Roivant Patents and any action pursuant to Patents contained in, or otherwise relating to, any Sublicensor New IP or Joint New IP, and (b) Sublicensee shall have the foregoing sentence with respect to a Patent shall be right, but not the “Controlling Party.” If the Controlling Party or its designee elects not obligation, to defend or control the defense of the applicable Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any applicable Third Party agreements existing as of the Effective Date, the non-Controlling Party may conduct and control the defense of an Invalidity Claim with respect to any Patents contained in, or otherwise relating to, any Sublicensee New IP, each, including when such claimInvalidity Claim is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 4.2, suit or proceeding [***]. If Mereo exercises in both the OptionRetained Field and the Sublicensed Field, AstraZeneca shall have no right to defend or control in the defense of for Territory, at the relevant Option Patents from Controlling Party’s sole cost and including the relevant Option Exercise Dateexpense. The non-Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such the Controlling Party may reasonably request from time to time in connection with its activities set forth in this Section 9.54.4, 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 the Controlling Party shall reimburse the non-Controlling Party for its [***] reasonable and verifiable costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Option Patents pursuant to this Section 9.5, event that the Controlling Party shall elects not to defend against such Invalidity Claims within sixty (x60) consult with days of learning of same, the non-Controlling Party as shall have the right, but not the obligation, to defend against such an action, subject in all cases to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party assistance and (z) keep the non-Controlling Party reasonably informed cooperation provisions of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaimthis Section 4.4.

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Option Licensed Patents, Joint Patents or Licensee Patents by a Third Party and of which such Party becomes aware. As between the Parties, Mereo (a) Licensee shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Option Licensed Patents [***]. Ifand the Joint Patents at its sole cost and expense, prior to using counsel of Licensee’ choice and (b) Licensee shall have the Option Exercise Datefirst right, Mereo declines but not the obligation, to defend any and control the defense of the validity and enforceability of the Licensee Patents its sole cost and expense, using counsel of Licensee’s choice, including, in each case ((a) and (b)), when such invalidity claim or unenforceability is raised as a defense or counterclaim in connection with respect an Infringement action initiated pursuant to an Option Patent, AstraZeneca may defend such invalidity claim [***]Section 5.3. For purposes of this Section 9.55.5, the Party defending any action a Patent pursuant to the foregoing sentence with respect to a Patent shall be the “Controlling Party.” With respect to any such claim, suit or proceeding in the Territory, the non-Controlling Party may participate in such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that the Controlling Party shall retain control of the defense in such claim, suit or proceeding. If the Controlling Party or its designee elects not to defend or control the defense of the applicable Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any applicable Third Party agreements existing as of the Effective DateIn-License Agreements, the non-Controlling Party may conduct and control the defense of any such claim, suit or proceeding [***]. If Mereo exercises the Option, AstraZeneca shall have no right to defend or control the defense of for the relevant Option Patents from at its sole cost and including the relevant Option Exercise Dateexpense. The non-Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time in connection with its activities set forth in this Section 9.5fully, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named joined as a necessary party to, plaintiff in such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non-Controlling Party for its [***] reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Option Patents pursuant to this Section 9.5, the The Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) shall keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with respect to such defense, claim or counterclaimaction.

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of, but in no event later than 30 days after the earlier of any alleged or threatened assertion of invalidity or unenforceability receiving written notice or, to the actual knowledge of any of the Option Patents 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 and of which asserting that any AstraZeneca Patent relating to a Licensed Product is invalid or otherwise unenforceable (such claim, action, suit or proceeding, an “Invalidity Claim”), whether as a defense in an infringement action brought by Licensee or AstraZeneca pursuant to Section 5.3, in a declaratory judgment action or in a Third Party becomes awareInfringement Claim brought against Licensee or AstraZeneca. As between the Parties, Mereo Licensee shall have the first right, but not the obligation, to defend and control the defense of the validity Invalidity Claim at its sole cost and enforceability expense, using counsel of the Option Patents [***]. If, prior to the Option Exercise Date, Mereo declines to defend any such invalidity claim with respect to an Option Patent, AstraZeneca may defend such invalidity claim [***]Licensee’s choice. For purposes of this Section 9.55.5, the Party defending any action an Invalidity Claim pursuant to the foregoing sentence with respect to a Patent shall be the “Controlling Party.” With respect to any such Invalidity Claim in the Territory, the non-Controlling Party may participate in such Invalidity Claim with counsel of its choice at its sole cost and expense; provided that the Controlling Party shall retain control of the defense in such Invalidity Claim. If the Controlling Party or its designee elects not to defend or control the defense of the applicable Patents AstraZeneca Patent in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceedingan Invalidity Claim, then subject to any rights of Third Parties under any applicable Third Party agreements existing as of the Effective Date, the non-Controlling Party may conduct and control the defense of any such claim, suit or proceeding [***]. If Mereo exercises the Option, AstraZeneca shall have no right to defend or control the defense of for the relevant Option Patents from Invalidity Claim at its sole cost and including the relevant Option Exercise Dateexpense. The non-Controlling Party in such an action Invalidity Claim shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time in connection with its activities set forth in this Section 9.5fully, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named joined as a necessary party to, plaintiff in such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non-Controlling Party for its [***] reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Option Patents pursuant to this Section 9.5, the The Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) shall keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with respect to such defense, claim or counterclaimaction.

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify 15.2.1 In the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Option Patents by event that a Third Party and of which asserts, as a defense or as a counterclaim in any infringement action under Section 14.1, that any Licensed Patent or Joint Patent is invalid or unenforceable, then the Party pursuing such Party becomes awareinfringement action shall promptly give written notice to the other Party. As between the Parties, Mereo AstraZeneca shall have the first right, but not the obligation, through counsel of AstraZeneca’s choosing, at AstraZeneca’s expense, to respond to such defense or defend against such counterclaim (as applicable), including the right, subject to Section 15.4, to settle or otherwise compromise such claim. If AstraZeneca notifies MAP in writing that it does not wish or no longer wishes to respond to such defense or defend against, or settle, such counterclaim (as applicable), which notice AstraZeneca shall provide by the later of (a) the date that is [***] days after AstraZeneca becomes aware of such claim, and control (b) the date that AstraZeneca or its Affiliates are no longer in active, bona fide settlement negotiations with respect thereto, then if such defense of the validity and enforceability of the Option Patents or counterclaim is asserted in connection with infringement occurring [***], MAP shall have the right, but not the obligation, through counsel of MAP’s choosing, at MAP’s expense, to respond to such defense or defend against such counterclaim (as applicable) at its sole cost and expense, and if such defense or counterclaim is asserted in CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. If, prior to the Option Exercise Date, Mereo declines to defend any such invalidity claim connection with respect to an Option Patent, AstraZeneca may defend such invalidity claim infringement occurring in [***]. For purposes , MAP shall have the right, but not the obligation, through counsel of this Section 9.5MAP’s choosing, at MAP’s expense, to respond to such defense or defend against such counterclaim (as applicable) at its sole cost and expense subject to AstraZeneca’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, which rights of MAP shall include, in each case, the right, subject to Section 15.4, to settle or otherwise compromise such action or claim. 15.2.2 Similarly, if a Third Party defending asserts, in a declaratory judgment action or similar action or claim filed by such Third Party, that any Licensed Patent or Joint Patent is invalid or unenforceable, then the Party first becoming aware of such action pursuant or claim shall promptly give written notice to the foregoing sentence with respect to a Patent other Party. AstraZeneca shall be have the “Controlling Party.” If first right, but not the Controlling Party or its designee elects not obligation, through counsel of AstraZeneca’s choosing, at AstraZeneca’s expense, to defend against such action or control claim, including the defense of the applicable Patents in a suit brought in the Territory right, subject to Section 15.4, to settle or otherwise fails compromise such action or claim. If AstraZeneca notifies MAP in writing that it does not wish or no longer wishes to initiate and maintain respond to or defend against, or settle, such action or claim, which notice AstraZeneca shall provide by the defense later of any (a) the date that is [***] days after AstraZeneca becomes aware of such claim, suit and (b) the date that AstraZeneca or proceedingits Affiliates are no longer in active, bona fide settlement negotiations with respect thereto, then subject to any rights of Third Parties under any applicable Third Party agreements existing as of the Effective Date, the non-Controlling Party may conduct and control the defense of any if such claim, suit action or proceeding claim is asserted in connection with infringement occurring within [***]. If Mereo exercises the Option, AstraZeneca MAP shall have no right the right, but not the obligation, through counsel of MAP’s choosing, at MAP’s expense, to defend against such action or control the defense of for the relevant Option Patents from claim at its sole cost and including the relevant Option Exercise Date. The non-Controlling Party in such an action shallexpense, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as if such Controlling Party may reasonably request from time to time action or claim is asserted in connection with its activities set forth infringement occurring in this Section 9.5, 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 the Controlling Party shall reimburse the non-Controlling Party for its [***] costs ], MAP shall have the right, but not the obligation, through counsel of MAP’s choosing, at MAP’s expense, to defend against such action or claim at its sole cost and expenses incurred expense subject to AstraZeneca’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, which rights of MAP shall include, in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Option Patents pursuant to this Section 9.5each case, the Controlling Party shall (x) consult with the non-Controlling Party as right, subject to the strategy for Section 15.4, to settle or otherwise compromise such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim action or counterclaimclaim.

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Option Viela Patents by a Third Party and of which such Party becomes aware. As between the Parties, Mereo Viela shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Option Patents [***]. Ifany Viela-Owned Patent or Development Patent, prior to the Option Exercise Dateat its sole cost and expense, Mereo declines to defend any using counsel of Viela’s choice, including when such invalidity claim or unenforceability is raised as a defense or counterclaim in connection with respect to an Option Patent, AstraZeneca may defend such invalidity claim [***]Infringement action. For purposes of this Section 9.5, the The Party defending any action pursuant and controlling the defense referred to the foregoing sentence with respect to a Patent shall be as the “Controlling Defending Party” and the other Party referred to as the “Assisting Party.” The Assisting Party may participate in such claim, suit or Proceeding with counsel of its choice at its sole cost and expense; provided that the Defending Party shall retain control of the defense in such claim, suit or Proceeding. If the Controlling Defending Party or its designee elects not to defend or control the defense of the applicable Patents in a suit brought in suit, then the Territory or otherwise fails to initiate Defending Party shall promptly notify the Assisting Party of such election and maintain the Assisting Party may assume control of the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any applicable Third Party agreements existing as of Proceeding at its sole cost and expense and will become the Effective Date, the non-Controlling Party may conduct and control the defense of any such claim, suit or proceeding [***]. If Mereo exercises the Option, AstraZeneca shall have no right to defend or control the defense of for the relevant Option Patents from and including the relevant Option Exercise DateDefending Party. The non-Controlling Assisting Party in such an action shall, and shall cause its Affiliates to, assist and cooperate co-operate with the Controlling Defending Party, as such Controlling Defending Party may reasonably request from time to time in connection with its activities set forth in this Section 9.5time, 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 the Controlling Defending Party shall reimburse the non-Controlling Assisting Party for its [***] reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Option Patents pursuant to this Section 9.5, the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim.

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Option AstraZeneca Patents by a Third Party (an “Invalidity Claim”) and of which such Party becomes aware. As between the Parties, Mereo Licensee shall have the first right, but not the obligation, to defend and control the defense of the validity Invalidity Claim at its sole cost and enforceability expense, using counsel of the Option Patents [***]. IfLicensee’s choice, prior including when such Invalidity Claim is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to the Option Exercise Date, Mereo declines to defend any such invalidity claim with respect to an Option Patent, AstraZeneca may defend such invalidity claim [***]Section 5.3 (Enforcement of Patents). For purposes of this Section 9.55.5 (Invalidity or Unenforceability Defenses or Actions), the Party defending any action the Invalidity Claim pursuant to the foregoing sentence with respect to a an AstraZeneca Patent shall be the “Controlling Party.” With respect to any such Invalidity Claim proceeding in the Territory, the non-Controlling Party may participate in such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that the Controlling Party shall retain control of the defense in such claim, suit or proceeding. If the Controlling Party or its designee elects not to defend or control the defense of the applicable AstraZeneca Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any applicable Third Party agreements existing as of the Effective Date, the non-Controlling Party may conduct and [***] = 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. control the defense of any such claim, suit or proceeding [***]. If Mereo exercises the Option, AstraZeneca shall have no right to defend or control the defense of for the relevant Option Patents from at its sole cost and including the relevant Option Exercise Dateexpense. The non-non- Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time in connection with its activities set forth in this Section 9.5Section, 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 the Controlling Party shall reimburse the non-non- Controlling Party for its [***] reasonable and verifiable costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Option AstraZeneca Patents pursuant to this Section 9.55.5 (Invalidity or Unenforceability Defenses or Actions), the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim.

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Option Patents by a Third Party and of which such Party becomes aware. As between the Parties, Mereo ▇▇▇▇▇ shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Option Patents [***]. If, prior to the Option Exercise Date, Mereo ▇▇▇▇▇ declines to defend any such invalidity claim with respect to an Option Patent, AstraZeneca may defend such invalidity claim [***]. For purposes of this Section 9.5, the Party defending any action pursuant to the foregoing sentence with respect to a Patent shall be the “Controlling Party.” If the Controlling Party or its designee elects not to defend or control the defense of the applicable Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any applicable Third Party agreements existing as of the Effective Date, the non-Controlling Party may conduct and control the defense of any such claim, suit or proceeding [***]. If Mereo exercises the Option, AstraZeneca shall have no right to defend or control the defense of for the relevant Option Patents from and including the relevant Option Exercise Date. The non-Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time in connection with its activities set forth in this Section 9.5, 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 the Controlling Party shall reimburse the non-Controlling Party for its [***] costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Option Patents pursuant to this Section 9.5, the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim.