Infringement Claims by Third Parties. If the Exploitation of the Licensed Compounds or the Licensed Products in the Territory results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging Infringement by Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers, including any defense or counterclaim in connection with an Infringement action initiated pursuant to [Section 5.3.2] (Enforcement of Patents) (a “Third Party Infringement Claim”), the Party first becoming aware of such alleged Infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall have the first right to defend against any such Third Party Infringement Claim, using counsel of Licensee’s choice, and Licensee shall solely bear all costs and expenses (including any damages, awards, royalties, settlement amounts and other liabilities) incurred by Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers in connection with such Third Party Infringement Claim. [[AstraZeneca:Organization]] may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that Licensee shall retain the right to control such claim, suit or proceeding. [[AstraZeneca:Organization]] shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set forth in this [Section 5.4] (Infringement Claims by Third Parties), including, where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence, and making its employees available at reasonable business hours; provided that Licensee shall reimburse [[AstraZeneca:Organization]] for its reasonable and verifiable out-of-pocket

Infringement by Third Parties. In the event either Party becomes aware of any Third Party infringement of the Collaborative Product IP in the Field in the Collaborative Territory (an “Infringement”), such Party shall promptly notify the other Party and the Parties shall confer in good faith regarding strategy for abating such infringement in view of its potential effect upon the Commercialization of Collaborative Products in the Field in the Collaborative Territory. As between the Parties, Tracon shall have the first right to bring an action for infringement of the Collaborative Product IP in the Field in the Collaborative Territory, at its sole cost and expense, and any recovery realized as a result of any such action or proceeding, whether by way of settlement or otherwise, shall first be used to reimburse the Parties for their costs in connection with such enforcement action and the balance shall be treated as Net Sales. Eucure shall have the right (but not the obligation), at its own expense, to participate in any such Infringement action and to be represented in any such suit, proceeding, or action by counsel of its own choice. If Tracon does not elect to bring an enforcement action against such Infringement or does not bring such enforcement action within ​ after receiving notice of such Infringement, Eucure shall have the right but not the responsibility to bring an enforcement action against such Infringement, at its sole cost and expense, and any recovery shall first be used to reimburse the Parties for their costs in connection with such enforcement action and the balance shall retained by Eucure. Each Party shall cooperate at the enforcing Party’s expense with any enforcement action brought against an Infringement and, additionally, shall have the right to participate in such action with its own counsel at its own expense subject to the foregoing right of reimbursement from any recoveries from such action.

Infringement by Third Parties. During the Term, each Party will promptly inform the other of any infringement of any claims in the Acer Technology or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the Acer Technology or any Development Data by a Third Party (“Infringement”). Any action or proceeding will be instituted as following (where Acer is the “First Party” in the Acer Territory and the “Second Party” in the Relief Territory and Relief is the “First Party” in the Relief Territory and the “Second Party” in the Acer Territory):

Infringement Claims by Third Parties. If the manufacture, sale, or use of a Licensed Product in the Territory pursuant to this Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by Reata (or its Affiliates or Sublicensees/Distributors), Reata shall have the sole right, but not the obligation, to defend and control the defense of any such claim, suit, or proceeding at its sole cost and expense, using counsel of its own choice. Any recoveries by Reata of any sanctions awarded to Reata and against a party asserting a claim being defended under this Section 6.3 shall be retained by Reata, and to the extent such claim, suit, or proceeding relates to one or more Royalty Products, such awards will be included in Net Sales and subject to the royalty payment obligations set forth in Section 5.2.

Infringement Claims by Third Parties. If the manufacture, sale, or use of a Discovery Probody, Discovery PDC or Licensed Product in the Territory pursuant to this Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by [[Organization A:Organization]] (or its Affiliates or Sublicensees), [[Organization A:Organization]] shall promptly notify Licensor thereof in writing. [[Organization A:Organization]] 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. Licensor may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if [[Organization A:Organization]] finds it necessary or desirable to join Licensor as a party to any such action, Licensor shall execute all papers and perform such acts as shall be reasonably required, provided that [[Organization A:Organization]] reimburses any out-of-pocket costs incurred by Licensor as a result. If [[Organization A:Organization]] elects (in a written communication submitted to Licensor 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 periods so that Licensor is not prejudiced by any delays, Licensor 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. ​

Infringement Claims by Third Parties. Each Party shall promptly notify the other Party in writing of, but in no event later than 30 days after the earlier of receiving written notice or, to the actual knowledge of any of a Party’s patent attorneys with responsibility for Licensed Products, becoming aware of, any threatened or actual claim, action, suit or proceeding by a Third Party against Licensee, or any of its Affiliates or its or their Sublicensees relating to the infringement of such Third Party’s Patents or unauthorized use or misappropriation of such Third Party’s Information, based upon an assertion or claim arising out of the research, development, commercialization or Manufacture of a Licensed Product in the Territory pursuant to this Agreement by Licensee or any of its Affiliates or its or their Sublicensees(such claim, action, suit or proceeding, a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 5.3 As between the Parties, Licensee shall be responsible for defending any such Third Party Infringement Claim, and control the conduct thereof, at its sole cost and expense, using counsel of Licensee’s choice. [[AstraZeneca:Organization]] may participate in any such Third Party Infringement Claim, with counsel of its choice at its sole cost and expense; provided that Licensee shall control such Third Party Infringement Claim. [[AstraZeneca:Organization]] shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set forth in this Section 5.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such Third Party Infringement Claim, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse [[AstraZeneca:Organization]] for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep [[AstraZeneca:Organization]] reasonably informed of all material developments in connection with any such Third Party Infringement Claim. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 5.4 shall be borne by Licensee.

Infringement by Third Parties. Each Party shall promptly notify the other Party in writing of any existing or threatened infringement of any Product-Specific Patent or Joint Patent anywhere in the Territory of which it becomes aware, and the Parties will consult with each other regarding any actions to be taken with respect to any infringing activity that involves the manufacture, use, import, offer for sale or sale of any Product in the Territory (a “Product Infringement”). In addition, Providence shall promptly notify Arcturus in writing of any existing or threatened Product Infringement of any Arcturus Patent other than an Arcturus Product-Specific Patent of which it becomes aware.

The parties agree as follows:

Infringement Claims by Third Parties. If the Manufacture, sale, or use of a Licensed Product in the Territory pursuant to this Agreement gives rise to any claim, suit, or proceeding by a Third Party alleging patent infringement by BMS (or its Affiliates or Sublicensees), BMS 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, using counsel of its own choice; provided that the provisions of [Section 8.3] shall govern rights to assert a counterclaim of Competitive Infringement of any Joint Collaboration Patent or MTEM Licensed Patent.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Licensed Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against Everest or any of its Affiliates or Sublicensees alleging infringement by Everest or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with a Product Infringement action initiated pursuant to [Section 9.4(b)] (Enforcement of Licensed Patents and Joint Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, subject to ARTICLE 13 (Indemnification; Liability): # Everest shall be responsible for defending any such claim, suit or proceeding at its sole cost and expense, using counsel of Everest’s choice; # NPLH may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that Everest shall retain the right to control such claim, suit or proceeding; # NPLH shall, and shall cause its Affiliates to, assist and co-operate with Everest, as Everest may reasonably request from time to time, in connection with its activities set forth in this [Section 9.5] (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Everest shall reimburse NPLH for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith; # Everest shall keep NPLH reasonably informed of all material developments in connection with any such claim, suit or proceeding; # Everest agrees to provide NPLH with copies of all material pleadings filed in such action and to allow NPLH reasonable opportunity to participate in the defense of the Claims; and # any damages, or awards, including royalties, incurred or awarded in connection with any Third Party Infringement Claim defended under this [Section 9.5] (Infringement Claims by Third Parties) shall be borne by Everest subject to ARTICLE 13 (Indemnification; Liability).