Common use of Third Party Defense or Counterclaim Clause in Contracts

Third Party Defense or Counterclaim. 8.5.1 If a Third Party asserts, as a defense or as a counterclaim in any infringement action under Section 8.7 (Enforcement) that any CytomX Patent, Collaboration Patent or Moderna Patent is invalid or unenforceable, then the Party defending such infringement action shall promptly give written notice to the other Party. Each Party shall reasonably cooperate with the other Party in any such action. 8.5.2 With respect to the [***], [***] shall respond to such defense and use Commercially Reasonable Efforts to defend against such counterclaim (as applicable) and, if [***] is pursuing the applicable infringement action under Section 8.7 (Enforcement), [***] shall allow [***] to control such response or defense (as applicable). [***] with respect to such response or defense against such counterclaim [***]. 8.5.3 With respect to the [***], [***] shall have the [***] right, but not the obligation, to defend against such counterclaim (as applicable) and, if [***] is pursuing the applicable infringement action under Section 8.7 (Enforcement), [***] shall allow [***] to control such response or defense (as applicable). [***] with respect to such response or defense against such counterclaim [***]. Notwithstanding the foregoing, if [***] fails to assume such defense in respect to any [***], [***] shall have the right to defend against such action or claim, unless [***].

Third Party Defense or Counterclaim. 8.5.1 If a Third Party asserts, as a defense or as a counterclaim in any infringement action under Section 8.7 (Enforcement) that any CytomX Patent, Collaboration Patent or Moderna Astellas Patent is invalid or unenforceable, then the Party defending such infringement action shall promptly give written notice to the other Party. Each Party shall reasonably cooperate with the other Party in any such action. 8.5.2 With respect to the [***], [***] shall respond to such defense and use Commercially Reasonable Efforts to defend against such counterclaim (as applicable) and, if [***] is pursuing the applicable infringement action under Section 8.7 (Enforcement)8.7, [***] shall allow [***] to control such response or defense (as applicable). [***] with respect to such response or defense against such counterclaim [***]. 8.5.3 With respect to the [***], [***] shall have the [***] right, but not the obligation, respond to such defense and use Commercially Reasonable Efforts to defend against such counterclaim (as applicable) and, if [***] is pursuing the applicable infringement action under Section 8.7 (Enforcement)8.7, [***] shall allow [***] to control such response or defense (as applicable). [***] with respect to such response or defense against such counterclaim [***]. Notwithstanding the foregoing, if [***] fails to assume such defense and use Commercially Reasonable Efforts in respect to any [***], [***] or its Affiliate or Sublicensee shall have the right to defend against such action or claim, unless [***].

Third Party Defense or Counterclaim. 8.5.1 If a Third Party asserts, as a defense or as a counterclaim in any infringement action under Section 8.7 (Enforcement) that any CytomX Patent, Collaboration Patent Patent, Joint Invention Patent, or Moderna Regeneron Patent is invalid or unenforceable, then the Party defending such infringement action shall promptly give written notice to the other Party. Each Party shall reasonably cooperate with the other Party in any such action. 8.5.2 With respect to the [***], [***] shall respond to such defense and use Commercially Reasonable Efforts to defend against such counterclaim (as applicable) and, if [***] is pursuing the applicable infringement action under Section 8.7 (Enforcement)8.7, [***] shall allow [***] to control such response or defense (as applicable). [***] Any costs and expenses with respect to such response or defense against such counterclaim shall be borne by [***]. 8.5.3 With respect to the [***], [***] shall have the [***] right, but not the obligation, respond to such defense and defend against such counterclaim (as applicable) and, if [***] is pursuing the applicable infringement action under Section 8.7 (Enforcement)8.7, [***] shall allow [***] to control such response or defense (as applicable). [***] Any costs and expenses with respect to such response or defense against such counterclaim shall be borne by [***]. Notwithstanding the foregoing, if [***] fails to assume such defense in respect to any [***], [***] or its Affiliate or Sublicensee shall have the right to defend against such action or claim, unless claim [***].