Defense. In the event that a claim is brought against either Party alleging the infringement, violation or misappropriation of any Third Party intellectual property right based on the manufacture, use, sale or importation of the Licensed Products in the Field and in the Territory, the Parties shall promptly meet to discuss the defense of such claim, and the Parties shall, as appropriate, enter into a joint defense agreement with respect to the common interest privilege protecting communications regarding such claim in a form reasonably acceptable to the Parties.

Defense. If the Indemnifying Party elects to assume the defense of such Claim, the Indemnified Party and any other MiNK Indemnitee or [[Agenus:Organization]] Indemnitee, as applicable, may participate in such defense at its own expense; provided that if the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party or any other MiNK Indemnitee or [[Agenus:Organization]] Indemnitee, as applicable, have conflicting interests with respect to such Claim under applicable Law or ethical rules, then the Indemnifying Party will be responsible for the reasonable fees and expenses of counsel to the Indemnified Party or any other MiNK Indemnitee or [[Agenus:Organization]] Indemnitee, as applicable, solely in connection therewith.

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 Third Party Action is commenced against either Party, its Affiliates or its Sublicensees then the Party (or its Affiliate or Sublicensee, as applicable) who is named as the defendant shall have the right (but not the obligation) to defend such Third Party Action at its own expense using counsel of its choice. Notwithstanding the foregoing, if a Third Party Action is commenced against both Relay (or any of its Affiliates or Sublicensees), on the one hand, and Licensee (or any of its Affiliates or Sublicensees), on the other hand (a “Joint Third Party Action”), then Licensee will have the right (but not the obligation) to conduct and control defense of the Joint Third Party Action and to compromise or settle the same. Subject to Licensee’s right to conduct and control such defense, Relay will be entitled to be represented by independent counsel of its choice at its own expense. If Licensee declines or fails to assert its intention to conduct and control the defense of such Joint Third Party Action within ​ following receipt of notice under Section 12.11.1, then Relay (or its Affiliates or Sublicensees) will have the right (but not the obligation) to defend itself in such Third Party Action with counsel of its choice. The Parties will reasonably cooperate with each other in all Third Party Actions.

Defense. Upon receipt of notice under Section 15(C) (i) from the Indemnitee, the Indemnifying Party shall have the duty to either compromise or defend, at its own expense and by legal counsel (reasonably satisfactory to Indemnitee), such Claim. The Indemnifying Party shall promptly (and in any event not more than twenty (20) days after receipt of the Indemnitee’s original notice) notify the Indemnitee in writing that it acknowledges its obligation to indemnify the Indemnitee with respect to the Claim pursuant to this Section 15 and of its intention either to compromise or defend such Claim. Once the Indemnifying Party gives such notice to the Indemnitee, the Indemnifying Party is not liable to the Indemnitee for the fees of other legal counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee’s reasonable expenses of investigation and cooperation. However, the Indemnitee shall have the right to employ separate legal counsel and to control the defense of a Claim at its own expense.

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)].

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.