Defense. The right to defend the applicable [[EPIZYME:Organization]] Patent, Collaboration Patent or Joint Patent against such assertion of invalidity or unenforceability shall be determined in the same manner as the right to enforce such Patent pursuant to [Section 8.5]; provided that, if the assertion is made in a suit that is already being controlled by a Party pursuant to [Section 8.4 or 8.5]5], the controlling Party shall retain control of such defense. The other Party may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. If a Party elects not to defend or control the defense of the [[EPIZYME:Organization]] Patents, Collaboration Patents or Joint Patents, or otherwise fails to initiate and maintain the defense of any such claim, suit, or proceeding, then the other Party may conduct and control the defense of any such claim, suit, or proceeding at its own expense.

Defense. If a Party becomes aware of any actual or potential claim alleging that the research, development, manufacture, or commercialization of any ZFNs or AAVs under this Agreement or Licensed Product infringes, misappropriates, or otherwise violates any intellectual property rights of a Third Party (or would if carried out) (“Third Party Infringement”), then such Party will notify the other Party as promptly as possible following the receipt of service of process in such action, suit, or proceeding, or the date on which such Party becomes aware that such action, suit, or proceeding has been instituted, and the Parties will meet as soon as possible to discuss the overall strategy for defense of such matter. If either Party has an obligation under Article 15 to indemnify the other Party with respect to such claim, then the provisions of Article 15 will apply with respect thereto. Nothing in this [Section 10.4] will limit a Party’s rights to defend such claim.

Defense. Within ​ days after delivery of a notice of any Third Party Claim in accordance with Section 10.3(a) (Notice), the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, then the Indemnified Party may control such defense (with counsel reasonably selected by the Indemnified Party and approved by the Indemnifying Party, such approval not to be unreasonably withheld). The Party not controlling such defense may participate therein at its own expense.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's expense unless: # the employment of counsel by Indemnitee has been authorized by the Company, # Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or # the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in # above.

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's expense unless: # the employment of counsel by Indemnitee has been authorized by the Company, # Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or # the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in # above.

Defense. As between the Parties, the Party controlling the Prosecution and Maintenance of any Patent under Section 12.5 will have the right (but not the obligation), at its sole discretion, to defend against a declaratory judgment action or other action (such as a revocation proceeding or an opposition) challenging any such Patent (a “Third Party Action”), other than with respect to # any counter-claims in any enforcement action brought by the other Party pursuant to Section 12.6.2 or # any action by a Third Party in response to an enforcement action brought by the other Party, which in both cases ((a) and (b)) will be controlled by such other Party. If the Party controlling such Prosecution and Maintenance of Patents under Section 12.5 does not defend such Patent under this Section 12.6.3 within ​ days (or such shorter period of time as is required to comply with applicable Law in the United States or any other country in the Territory to not waive any statutory rights), or elects not to continue any such defense (in which case it will promptly provide notice thereof to the other Party), then, # in the case of any of the foregoing done by aTyr, Kyorin will have the right (but not the obligation), at its sole discretion and sole responsibility for all applicable Patent Costs, to defend any Joint Patent against a Third Party Action, and # in the case of any of the foregoing done by Kyorin, aTyr will have the right (but not the obligation), at its sole discretion, to defend any Kyorin Controlled Patent against a Third Party Action, in each case of (i) and (ii), as further set forth in [Section 12.6.4.1]. If aTyr does not defend any aTyr Licensed Patent in the Kyorin Territory within ​ days (or such shorter period of time as is required to comply with applicable Law in the United States or any other country in the Territory to not waive any statutory rights), or elects not to continue any such defense (in which case aTyr will promptly provide notice thereof to Kyorin), Kyorin will have the right (but not the obligation), at Kyorin’s sole discretion and sole responsibility for all applicable Patent Costs, to defend such aTyr Licensed Patent in the Kyorin Territory in the name of aTyr. aTyr will furnish to Kyorin, via electronic mail or such other method as mutually agreed by the Parties, documents received from patent counsel in the course of Prosecuting and Maintaining such aTyr Licensed Patent, or documents filed with the relevant national patent offices or other Governmental Authorities with respect to such aTyr Licensed Patent, and such other material documents related to the Prosecution and Maintenance of such aTyr Licensed Patent, in sufficient time prior to filing such document or making any payment due thereunder to allow for review and comment by aTyr. aTyr will sign, or will use reasonable efforts to have signed, all legal documents as are reasonably necessary for Kyorin to defend such aTyr Licensed Patent.

Defense. If both Parties are charged with infringement pursuant to a claim described in [Section 6.4(a)], each Party shall have the right to defend itself against such claim and the Parties shall discuss in good faith defending such claim jointly. If only one Party is charged with infringement, such Party will have the first right but not the obligation to defend such claim. If the charged Party does not commence actions to defend such claim within ​ after request by the other Party to do so, then the other Party shall have the right, but not the obligation, to defend any such claim to the extent such claim pertains to the other Party’s Study Drug. In any event, the non-defending Party shall reasonably cooperate with the Party conducting the defense of the claim and shall have the right to participate with separate counsel at its own expense, and the defending Party shall consider comments and suggestions on strategy for defending the action by the non-defending Party in good faith. The Party defending the claim shall bear the cost and expenses of the defense of any such Third Party infringement claim and shall have sole rights to any recovery. If the Parties jointly defend the claim, the Recipient shall bear ​, and BMS shall bear ​ of any costs and expenses of the defense of any such Third Party infringement claim; provided, however, that, notwithstanding the foregoing, if the claim relates solely to one Party’s Study Drug, such Party will bear ​ of the costs and expenses of the defense of such claim and shall have the sole right, but not the obligation, to defend, settle and otherwise handle the disposition of such claim. Neither Party shall enter into any settlement concerning activities under this Agreement or the Combined Therapy that affects the other Party’s rights under this Agreement or imposes any obligations on the other Party, including any admissions of wrongdoing on behalf of the other Party, without such other Party’s prior written consent, not to be unreasonably withheld or delayed, except that a Party may settle any claim that solely relates to its Study Drug without the consent of the other Party as long as such other Party’s rights under this Agreement are not adversely impacted (in which case, it will obtain such other Party’s prior written consent, not to be unreasonably withheld or delayed).

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's expense unless: # the employment of counsel by Indemnitee has been authorized by the Company, # Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or # the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in # above.

Defense. In the event either party receives any claim or allegation that any Licensed Technology is invalid or otherwise unenforceable or that the Licensed Technology infringes the Intellectual Property Rights of any third party, the parties shall confer in good faith with respect to defending against or responding to any such claims or allegations.

During the Term of this Agreement, Licensee will have the first right (but not the obligation) to defend and control the defense of the validity and enforceability of any Relay Patent or Joint Collaboration Patent (other than Relay Combination Patents), at its own cost and expense, subject to the remainder of this Section 12.10.2. With respect to any such action involving the validity or enforceability of any such Relay Patent or Joint Collaboration Patent, if Licensee finds it necessary or desirable for Relay to join Licensee as a party to any such action, Relay will, at Licensee’s request and expense, join Licensee as a party to such suit; provided that, Relay will pay for counsel of its choosing if Relay chooses not to participate with Licensee’s counsel; provided further that Licensee will retain control of the defense in such claim, suit, or proceeding. With respect to 1971 Patents, Licensee will initially pay its costs and expense and all liabilities, damages, recoveries or settlement payments with respect to the defense of the relevant 1971 Patent and the Parties will thereafter will share any Licensee costs and expenses and liabilities, damages, recoveries, or settlement payments arising out of Licensee’s defense of such 1971 Patent # as an Other Shared Expense to the extent the defense of such 1971 Patent involved a Shared Product in the Profit Share Territory and included in the calculation of Net Profits and Net Losses in accordance with the Sharing Percentages pursuant to Section 11.13.1 and # Licensee may deduct ​ of the remaining costs, expenses, liabilities, damages, recoveries, or settlement payments paid by Licensee pursuant to this Section 12.10.2 from the subsequent payments due from Licensee to Relay in accordance with Section 11.5.1, 11.5.2, 11.5.4, 11.5.5, 11.6.1 or 11.6.22]2] in accordance with [Section 11.6.4(g)].