If a Third Party commences, or threatens to commence, any proceeding against a Party alleging infringement of such Third Party’s intellectual property by the Exploitation by a Party, its Affiliates, subcontractors or sublicensees of any Compound or Product, the Party against whom such proceeding is threatened or commenced shall give prompt notice to the other Party.

Claimed Infringement. If a Party becomes aware of, or as of the Effective Date is aware of, any claim that the practice by either Party of Novo Patent Rights in the discovery, Development, Manufacture or Commercialization of any Licensed Product infringes the intellectual property rights of any Third Party (an “Infringement Claim”), such Party shall promptly notify the other Party in writing. In any such instance, the Parties shall cooperate and each Party shall provide to the other Party a copy of any notice it receives or has received from any Third Party regarding any patent nullity action, any declaratory judgment action or any alleged infringement or misappropriation of Third Party intellectual property relating to the discovery, Development, Manufacture or Commercialization of any Licensed Product. Such notices shall be provided promptly, but in no event later than fifteen (15) days following receipt thereof or, with respect to notices received prior to the Effective Date, within fifteen (15) days after the Effective Date. The Party controlling the response to an Infringement Claim, which shall, as between the Parties, be determined in the same manner as enforcement rights are determined pursuant to [Sections 5.3(b) and 5.3(c)])], shall keep the non-controlling Party reasonably informed of the progress of any response to an Infringement Claim and may not settle such Infringement Claim without the other Party’s consent, which consent shall not be unreasonably conditioned, delayed or withheld.

Infringement. Subject to Section 13.3, Medidata will defend Customer against any third party claim and will indemnify Customer from any resulting damage awards, settlement amounts and reasonable attorney’s fees in any cause of action to the extent such cause of action is based on a third party claim alleging that the Subscription Services, as provided by Medidata and used in accordance with the terms of this Agreement, infringe upon any Intellectual Property Rights of a third party. The foregoing infringement indemnity will not apply and Medidata will not be liable for any damages assessed in any cause of action to the extent such cause of action arises from a Customer Infringement Event or Medidata’s use of Customer Data as contemplated by this Agreement. If any Subscription Service is held or believed to infringe on any third party’s Intellectual Property Rights, Medidata may, in its sole discretion, # ​, # ​, or # if neither # nor # are practical, terminate the applicable Sales Order as to the infringing Service and return to Customer any unearned fees prepaid by Customer to Medidata.

Infringement. Subject to the downstream agreement between Licensee and Plain Vanilla Research Limited Partnership and relating solely to the intellectual property licensed in that downstream agreement, Licensee shall notify Licensor in writing promptly but in any event no later than # days, upon learning of any suspected infringement, misappropriation, or other violation of the Licensed Property, including but not limited to imitation or counterfeiting of Licensed Products. Licensor thereupon shall at its sole discretion take such action as it deems advisable for the protection of its rights in and to the Licensed Property. Licensee agrees not to contact any suspected infringer, not to make any demands or claims, not to institute any suit nor take any other action on account of such infringements, misappropriations or other violations without first obtaining the prior express written consent of Licensor. Licensee shall provide reasonable assistance to Licensor in all respects, including, without limitation, by joining any one or more lawsuits in connection therewith as a party and by causing their officers to execute pleadings and other related documents. The institution and conduct of litigation, the selection of attorneys and the settlement of litigation and claims affecting the Licensed Property shall be entirely within the discretion of Licensor and under Licensor’s control. Unless otherwise agreed, all costs and expenses, including reasonable legal and investigative fees incurred in connection with any such actions which are so undertaken, shall be borne entirely by Licensor, and Licensor shall be solely entitled to any monetary recovery obtained. Nothing herein shall be construed as imposing a duty or obligation upon Licensor to take any action against any alleged infringer, nor to relieve Licensee from full compliance with any of the terms of this Agreement in the event that Licensor does not take any such action or is unsuccessful in its action against any alleged infringer.

Claimed Infringement. Each of the Parties shall promptly notify the other in the event that any Third Party files any suit or brings any other action alleging patent infringement by Janssen or Fate with respect to the Development, Manufacture, Commercialization or use of any Licensed Collaboration Candidate or a Licensed Product containing such Licensed Collaboration Candidate, or of the Precursor iPSC, Master iPSC Bank or the [[Unknown Identifier]] Composition corresponding to such Licensed Collaboration Candidate (any such suit or other action referred to herein as an “Infringement Claim”). In the event of any Infringement Claim, the Parties shall promptly, and within ​ days of written notice from either Party to the other thereof, discuss which Party shall control the response to such Infringement Claim, and if the Parties do not mutually agree upon which Party shall control, then ​ shall have the right to control the defense of such Infringement Claim. Upon the request of the Party controlling the response to the Infringement Claim, the other Party shall reasonably cooperate with the controlling Party at the controlling Party’s expense in the reasonable defense of such Infringement Claim. The other Party will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation at its own expense. ​ Notwithstanding the foregoing, # no settlement shall be entered into, or accepted, without the prior written consent of the other Party if such settlement would materially adversely affect the rights and benefits of, or impose or adversely affect any obligations on, such other Party, which consent shall not unreasonably be withheld, delayed or conditioned, and # the Parties’ rights and obligations under this [Section 11.6] will be subject to ARTICLE 14, if applicable.

Claimed Infringement. Each of the Parties shall promptly notify the other in the event a Party becomes aware that the Development, Manufacture, having Manufactured, use or Commercialization of any Compound and/or Product in or for the Territory pursuant to this Agreement infringes the intellectual property rights of any Third Party, and shall promptly provide the other Party with any notice it receives or has received from a Third Party related to such suspected infringement (“Infringement of Third Party Rights Claim”). The Party subject to an Infringement of Third Party Rights Claim shall promptly notify the other Party in writing and shall discuss with the other Party the strategy for defending such Infringement of Third Party Rights Claim, but, subject to [Sections 10.1, 10.2 and 10.3]3]3], shall have the right to direct and control the defense thereof in its sole discretion and at its own expense, with counsel of its choice; provided that, the other Party may participate in (but not direct or control) the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the Party subject to such Infringement of Third Party Rights Claim agrees to keep the other Party hereto reasonably informed of all material developments in connection therewith. Both Parties agree not to settle such Infringement of Third Party Rights Claim, or make any admissions or assert any position in such Infringement of Third Party Rights Claim, in a manner that would materially adversely affect the allegedly infringing Compound and/or Product or the Development, Manufacture, having Manufactured, use or Commercialization of such Compound and/or Product in any country of the world, without the prior written consent of the other Party, which shall not be unreasonably withheld, delayed or conditioned. ​ of # any damage award and/or settlement amount arising from an Infringement of Third Party Rights Claim based on the practice by either Party of the vTv Intellectual Property with respect to the Compound and/or Product in or for the Territory, which is due to the Third Party by Newsoara, and # attorney fees paid by Newsoara relating to such Infringement of Third Party Rights Claim, will be credited against the royalties that are due from Newsoara to vTv hereunder, subject to the limitations in [Sections 6.5(d) and 6.5(e)])].

Claimed Infringement. Each of the Parties shall promptly notify the other in the event a Party becomes aware that the practice by either Party of the vTv Patent Rights or Joint Patent Rights infringes the intellectual property rights of any Third Party in the Territory, and shall promptly provide the other Party with any notice it receives or has received from a Third Party related to such suspected infringement. Huadong shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit, or proceeding at its own expense (but subject to deduction as provided below), using counsel of its own choice. vTv may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if Huadong finds it necessary or desirable to join vTv as a party to any such action, vTv shall execute all papers and perform such acts as shall be reasonably required. If Huadong elects (in a written communication submitted to vTv within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time period as is necessary to ensure that vTv is not prejudiced by any such delay, vTv may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Any recoveries by Huadong in connection with defending any third party infringement claim under this [Section 7.6] shall first be applied to ​. Any remaining recoveries shall be allocated as set forth in [Section 7.4(e)] above.

Infringement. Landis+Gyr will have no liability pursuant to Section 12.1 of the Services Agreement or otherwise for any claim of infringement if such claim is attributable to the # misuse or unapproved modification of hardware or software by Customer, where but for such misuse or unapproved modification there would not have been any infringement # failure of Customer to use corrections or enhancements made available to Customer at no cost to Laclede or made available pursuant to a maintenance, development services or other agreement between Landis+Gyr and Customer, where but for such failure by Customer there would not have been any infringement, or # use of the hardware or software in combination with products, programs or data not or supplied or approved by Landis+Gyr, where but for such use there would not have been any infringement.

“Infringement Claim” has the meaning set forth in [Section 7.4] (Claimed Infringement).

Licensee will have the first right (but not the obligation) in its discretion to enforce any Patent within the Relay Patents or Joint Collaboration Patents against any infringement in the Field, including without limitation Competitive Infringement (which may include settlement or otherwise seeking to secure the abatement of such infringement) by counsel of its choice, in its own name, including the right to control the defense of any challenges to any such Relay Patent or Joint Collaboration Patent as a counterclaim in such infringement proceeding as well as the defense of declaratory judgment actions. Relay shall reasonably cooperate with Licensee in any infringement action pursuant to this Section 12.9. If Licensee finds it necessary or desirable for Relay to join Licensee as a party to any such claim, suit, or proceeding with respect to any such infringement, the Parties will cooperate to execute all papers and perform such acts as will be reasonably required for Relay to join such claim, suit, or proceeding.