Common use of Third Party Patents Clause in Contracts

Third Party Patents. In the event that in a country in the Territory a ------------------- third party claims either that an issued patent in which it has rights contains patent claims covering Licensed Products, Improvements, Licensed Compounds and/or Licensed Processes or that it has an ownership right or interest in Licensed Patent Rights, Improvements or Proprietary Information, MRE shall have the right, at MRE's sole election, either: (a) directly or indirectly through its Affiliates and sublicensees, to suspend or stop manufacture, use and sale of Licensed Products or development of Licensed Compounds for use in Licensed Processes under this Agreement in such country and to stop all royalty and other payments due to DTI under Sections 4.1(h) and (i) for such country upon giving DTI one (1) month's notice; or (b) to continue to manufacture, use and/or sell Licensed Products and/or Licensed Compounds for use in Licensed Processes directly or through its Affiliates and sublicensees and stand suit for patent infringement or against claims by a third party to ownershiprights or interest in the Licensed Patent Rights, Improvements or Proprietary Information, at its own risk and expense. In addition to the foregoing options of MRE, MRE shall have the right to obtain a license for the subject country within the Territory from any such third party on such terms as MRE, in its sole discretion, shall negotiate, and in any such event MRE shall be entitled and permitted to offset against and deduct from the royalties and other compensation payable to DTI under Sections 4.1(h) and (i) hereof with respect to sales in the subject country within the Territory 100% of the Third Party Royalties which MRE, its Affiliates and/or sublicensees shall become obligated to pay to said third party under such license if the third party's patent claims cover the composition of matter of a Licensed Product. Unused credits may be carried forward and offset against subsequent payments to DTI under such Sections.

Third Party Patents. In If during the event term of this Agreement either Party receives any notice, claim or proceedings from any Third Party alleging infringement of that in a country in the Territory a ------------------- third party claims Third Party’s intellectual property by reason of either that an issued patent in which it has rights contains patent claims covering Licensed ProductsParty’s activities under this Agreement, Improvements, Licensed Compounds and/or Licensed Processes or that it has an ownership right or interest in Licensed Patent Rights, Improvements or Proprietary Information, MRE shall have the right, at MRE's sole election, eitherthen: (a) directly the notified Party shall forthwith inform the other Party of the notice, claim or indirectly through its Affiliates and sublicensees, to suspend or stop manufacture, use and sale of Licensed Products or development of Licensed Compounds for use in Licensed Processes under this Agreement in such country and to stop all royalty and other payments due to DTI under Sections 4.1(h) and (i) for such country upon giving DTI one (1) month's notice; orproceeding; (b) if the alleged infringement is due in particular to continue Licensed Compound (i.e., but for Licensed Compound, as opposed to manufacturea different adjuvant compound, use and/or sell Licensed Products and/or Licensed Compounds for use in Licensed Processes directly or through its Affiliates and sublicensees and stand suit for patent infringement or against claims by a third party to ownershiprights or interest in there would be no infringement), then 3M shall have the Licensed Patent Rightsright , Improvements or Proprietary Informationbut shall not be obliged to, at its own risk cost and expense. In addition to , defend such claim or other proceeding in accordance with the foregoing options of MRE, MRE following: (i) 3M shall have sole conduct of the claim and any proceedings including any counterclaim for invalidity or unenforceability or any declaratory judgment action and including the right to obtain a license settle provided always that 3M shall not settle any claim which prejudices any right or interest of CELLDEX other than with the prior written consent of CELLDEX. If 3M elects to unilaterally control the conduct of such claim or proceeding, 3M shall pay its counsel and other litigation fees and pay the full cost of damages awarded in favor of the patentee for the subject country within the Territory from past infringement but shall have no other duty or liability to CELLDEX. CELLDEX shall provide reasonable assistance to 3M in relation to such proceedings provided 3M shall reimburse CELLDEX for its reasonable out-of-pocket expenses in providing any such third party on such terms as MRErequested assistance, but not any other expenses if, for example, CELLDEX elects to be separately represented (which shall be at CELLDEX’s discretion), in its sole discretion, which case such separate representation shall negotiate, be at CELLDEX’s cost and expense; (ii) if 3M succeeds in any such event MRE proceedings whether at trial or by way of settlement, it shall be entitled to retain any part of an award of costs and permitted damages made in such proceedings or settlement sum paid that is necessary to offset against recover its costs and deduct from the royalties and other compensation payable balance shall then be shared between the Parties in proportion to DTI under Sections 4.1(hthe loss suffered by each Party in consequence of such proceedings. (c) and (i) hereof with respect If 3M elects not to sales in unilaterally control the subject country within the Territory 100% conduct of the Third Party Royalties which MREsuch claim or proceeding, its Affiliates and/or sublicensees shall become obligated to pay to said third party under such license or if the third party's patent claims cover the composition of matter of a alleged infringement is not due to Licensed ProductCompound, then CELLDEX shall be fully responsible for defending conducting such claim or proceeding at its sole cost and expenses and shall indemnify and hold harmless 3M for any damages or liability resulting from such litigation. Unused credits may 3M shall provide reasonable assistance to CELLDEX in relation to such proceedings provided CELLDEX shall reimburse 3M for its reasonable out-of-pocket expenses in providing any such requested assistance, but not any other expenses if, for example, 3M elects to be carried forward separately represented (which shall be at 3M’s discretion), in which case such separate representation shall be at 3M’s cost and offset against subsequent payments to DTI under such Sections.expense

Third Party Patents. In If the event that in a country in Responsible Party is producing Clinical Requirements or Commercial Requirements for the Territory a ------------------- third party claims other Party and either that an issued patent in which it has rights contains patent claims covering Licensed Products, Improvements, Licensed Compounds and/or Licensed Processes Party becomes aware of any patents or that it has an ownership right or interest in Licensed Patent Rights, Improvements or Proprietary Information, MRE shall have the right, at MRE's sole election, either: (a) directly or indirectly through its Affiliates and sublicensees, other appropriate intellectual property belonging to suspend or stop manufacture, use and sale of Licensed Products or development of Licensed Compounds for use in Licensed Processes under this Agreement in such country and to stop all royalty and other payments due to DTI under Sections 4.1(h) and (i) for such country upon giving DTI one (1) month's notice; or (b) to continue to manufacture, use and/or sell Licensed Products and/or Licensed Compounds for use in Licensed Processes directly or through its Affiliates and sublicensees and stand suit for patent infringement or against claims by a third party to ownershiprights or interest which either Party reasonably believes that, in the Licensed Patent Rightsabsence of a license thereto, Improvements the Responsible Party would infringe by virtue of the Responsible Party's manufacture of that Product, then the Responsible Party shall advise the other Party of such. The Parties shall thereafter discuss a means of resolving such potential infringement including one Party or Proprietary Informationthe other (or jointly) taking a license to such patent or other intellectual property. If as a result of an agreement between the Parties, at its own risk the Responsible Party acquires a license to such patent or other intellectual property, then the associated intellectual property acquisition and expenselicensing costs shall be deemed to be part of the Other Operating Income/Expense as defined in the Financial Appendix. In addition If the Responsible Party insists that such a license is necessary but the other Party does not agree, or if the other Party is not willing to agree to terms for such a license that are acceptable to the foregoing options Responsible Party and to the third party patent or intellectual property owner, then the other Party shall defend, indemnify and hold harmless the Responsible Party and the other Party from and against all third party costs, claims, suits, expenses (including reasonable attorney's fees) and damages arising out of MRE, MRE shall have or resulting from any infringement by the right to obtain Responsible Party of such patent or intellectual property which covers the manufacture of that Drug Candidate or Product. If the other Party insists that such a license is necessary but the Responsible Party does not agree or if the Responsible Party is not willing to agree to terms for such a license that are acceptable to the subject country within other Party and to the Territory third party patent or intellectual property owner, then the Responsible Party shall defend, indemnify and hold harmless the other Party from and against all third party costs, claims, suits, expenses (including reasonable attorneys fees) and damages arising out of or resulting from any infringement by the Responsible Party or the other Party of such third party on such terms as MRE, in its sole discretion, shall negotiate, and in any such event MRE shall be entitled and permitted to offset against and deduct from patent or intellectual property which covers the royalties and other compensation payable to DTI under Sections 4.1(h) and (i) hereof with respect to sales in the subject country within the Territory 100% manufacture of that Product. The provisions of the Third Party Royalties which MRE, its Affiliates and/or sublicensees previous two sentences shall become obligated not be transferable to pay to said third any other party under such license if the third party's patent claims cover the composition of matter of a Licensed Product. Unused credits may be carried forward and offset against subsequent payments to DTI under such Sectionsor person.

Third Party Patents. In the event that in a country in the Territory a ------------------- third party claims either that an issued patent in which it has rights contains patent claims covering Licensed Products, Improvements, Licensed Compounds and/or Licensed Processes or that it has an ownership right or interest in Licensed Patent Rights, Improvements or Proprietary Information, MRE shall have the right, at MRE's sole election, either: (a) directly or indirectly through its Affiliates and sublicensees, to suspend or stop manufacture, use and sale of Licensed Products or development of Licensed Compounds for use in Licensed Processes under this Agreement in such country and to stop all royalty and other payments due to DTI under Sections 4.1(h) and (i) for such country upon giving DTI one (1) month's notice; or (b) to continue to manufacture, use and/or sell Licensed Products and/or Licensed Compounds for use in Licensed Processes directly or through its Affiliates and sublicensees and stand suit for patent infringement or against claims by a third party to ownershiprights or interest in the Licensed Patent Rights, Improvements or Proprietary Information, at its own risk and expense. In addition to the foregoing options of MRE, MRE shall have the right to obtain a license for the subject country within the Territory from any such third party on such terms as MRE, in its sole discretion, shall negotiate, and in any such event MRE shall be entitled and permitted to offset against and deduct from the royalties and other compensation payable to DTI under Sections 4.1(h) and (i) hereof with respect to sales in the subject country within the Territory 100% of the Third Party Royalties which MRE, its Affiliates and/or sublicensees shall become obligated to pay to said third party under such license if the third party's patent claims cover the composition of matter of a Licensed Product. Unused credits may be carried forward and offset against subsequent payments to DTI under such Sections.