Viela shall have the first right, but not the obligation, to respond to any Infringement of a Viela-Owned Patent, a Product Trademark or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Products. If Viela elects to respond to any Infringement by initiating a Proceeding, Viela shall use legal counsel of its choice at its expense and shall have full control over the conduct of such Proceeding. Viela may settle or compromise any such Proceeding without the consent of MTPC; provided, however, that if such settlement affects MTPC’s rights under this Agreement, or MTPC’s ability to Commercialize the Viela Compound or Products within the Territory, or otherwise requires MTPC to admit wrongdoing, fault, or liability, Viela will provide MTPC with written notice of such potential settlement (the “Settlement Notice”) and will not settle or compromise

MTPC shall have the first right, but not the obligation, to respond to any Infringement of a MTPC Development Patent. If MTPC elects to respond to any Infringement by initiating a Proceeding, MTPC shall use legal counsel of its choice at its expense and shall have full control over the conduct of such Proceeding. MTPC may settle or compromise any such Proceeding without the consent of Viela; provided, however, that if such settlement affects Viela’s rights under this Agreement, or Viela’s ability to Commercialize the Viela Compound or Products outside the Territory, or otherwise requires Viela to admit wrongdoing, fault, or liability, MTPC will not settle or compromise any such Proceeding without the consent of MTPC, such consent not to be unreasonably withheld. If MTPC elects not to respond to any Infringement of MTPC Development Patent , a Product Trademark or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Products, then Viela shall have the right, but not the obligation, to take action, at its sole expense, in which case Viela shall have full control over the conduct of such Proceeding and Viela may settle or compromise any such Proceeding without the consent of MTPC; provided, however, that if such settlement affects MTPC’s intellectual property rights or its rights under this Agreement, or MTPC’s ability to Commercialize the Viela Compound or Products in the Territory, or otherwise requires MTPC to admit wrongdoing, fault, or liability, Viela shall provide MTPC with the Settlement Notice and will not settle or compromise any such Proceeding without the consent of MTPC, such consent not to be unreasonably withheld. Notwithstanding the foregoing, Notwithstanding the foregoing, if MTPC fails to notify MTPC its decision in writing whether or not to provide consent for such settlement within ​ after the receipt of such Settlement Notice, Viela may settle or compromise without the consent of MTPC. Viela shall be solely responsible for any legal costs or damages awards made in any Proceeding that is initiated by Viela.

any such Proceeding without the consent of MTPC, such consent not to be unreasonably withheld. Notwithstanding the foregoing, MTPC’s failure to notify Viela of its decision to provide or withhold consent within ​ after the receipt of such Settlement Notice will be deemed to be consent. If Viela elects not to respond to any Infringement of a Viela-Owned Patent, a Product Trademark or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Products, then MTPC shall have the right, but not the obligation, to take action, at its sole expense, in which case MTPC shall have full control over the conduct of such Proceeding and MTPC may settle or compromise any such Proceeding without the consent of Viela; provided, however, that if such settlement affects Viela’s intellectual property rights or its rights under this Agreement, or Viela’s ability to Commercialize the Viela Compound or Products outside the Territory, or otherwise requires Viela to admit wrongdoing, fault, or liability, MTPC shall provide Viela with a Settlement Notice and will not settle or compromise any such Proceeding without the consent of Viela, such consent not to be unreasonably withheld. Notwithstanding the foregoing, Viela’s failure to notify MTPC of its decision to provide or withhold consent within ​ after the receipt of such Settlement Notice will be deemed to be consent. MTPC shall be solely responsible for any legal costs or damages awards made in any Proceeding that is initiated by MTPC.

Viela-Owned Patents and Viela Development Patents. Subject to Section 9.2.1, Viela shall have the sole right, but not the obligation, through counsel of its choice at its discretion, to prepare and file the Viela-Owned Patents, including Patents covering any Developed IP solely owned by Viela pursuant to [Section 9.1.2] of this Agreement (“Viela Development Patents”), including any related invalidation, appeals of invalidation, interference, re-issuance, re-examination, patent term extension and opposition proceedings with respect thereto. Viela shall periodically inform MTPC of all material actions with regard to the preparation, filing, prosecution and maintenance of the Viela-Owned Patents in the Territory, as applicable, including by providing MTPC with a copy of material communications to and from any applicable patent authority regarding such Patents and by providing MTPC drafts of any material filings or responses to be made to such patent authorities sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for MTPC to review and comment thereon. Viela shall consider in good faith the requests and suggestions of MTPC with respect to such drafts and with respect to strategies for filing and prosecuting such Patents, including taking into consideration the commercial strategy of MTPC in the Territory.