Third Party Infringement Claims. Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Each Party shall have the sole right to control defense of any such claim involving alleged infringement of Third Party rights by such Party’s activities at its own expense and by counsel of its own choice. Neither Party shall have the right to settle any patent infringement litigation under this [Section 4.5] relating to the Licensed Patents in a manner that admits liability on the part of, or diminishes the rights or interests of, the other Party without the consent of such other Party (which shall not be unreasonably withheld, conditioned, or delayed).

Third Party Infringement Claims. If the Manufacture, use or sale of the Licensed Products in the Field in the [[3D Medicines:Organization]] Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against [[Aravive:Organization]] or [[3D Medicines:Organization]] (or their respective Affiliates, licensees or Sublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. Subject to Article 11, the Party for which the Infringement Action is brought against (the “Accused Party”) shall have the right to direct and control the defense of such Infringement Action, at its own expense with counsel of its choice; provided, however, that the other Party may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the Accused Party agrees to keep the other Party reasonably informed of all material developments in connection with any such Infringement Action for which the Accused Party exercises its right to direct and control the defense. The Accused Party agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the rights or interests of the other Party, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. Subject to Article 11, if the Accused Party does not exercise its right to direct and control the defense of an Infringement Action that is brought against the other Party, then the other Party shall have such right and it shall agree to keep the Accused Party reasonably informed of all material developments in connection with such Infringement Action and it shall not settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would materially adversely affect the rights or interests of the Accused Party, without the prior written consent of the Accused Party, which shall not be unreasonably withheld or delayed.

Third Party Infringement Claims. If the Development, Manufacture, or Commercialization of any Licensed Product in the Field in the Apollomics Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against [[GlycoMimetics:Organization]] or Apollomics (or their respective Affiliates, licensees or sublicensees) (collectively, “Third Party Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. [[GlycoMimetics:Organization]] shall have the right, but not the obligation, to direct and control the defense of such Third Party Infringement Action, at its own expense with counsel of its choice; provided, however, that Apollomics may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, [[GlycoMimetics:Organization]] agrees to keep Apollomics reasonably informed of all material developments in connection with any such Third Party Infringement Action for which [[GlycoMimetics:Organization]] exercises its right to direct and control the defense. [[GlycoMimetics:Organization]] agrees not to settle such Third Party Infringement Action, or make any admissions or assert any position in such Third Party Infringement Action, in a manner that would materially adversely affect the rights or interests of Apollomics, without the prior written consent of Apollomics, which shall not be unreasonably withheld or delayed. If [[GlycoMimetics:Organization]] does not exercise its right to direct and control the defense of a Third Party Infringement Action that is brought against Apollomics, then Apollomics shall have such right at its own expense and to use counsel of its choice, and it shall agree to keep [[GlycoMimetics:Organization]] reasonably informed of all material developments in connection with such Third Party Infringement Action, and it shall not settle such Third Party Infringement Action, or make any admissions or assert any position in such Third Party Infringement Action, in a manner that would materially adversely affect the rights or interests of [[GlycoMimetics:Organization]], without the prior written consent of [[GlycoMimetics:Organization]], which shall not be unreasonably withheld or delayed. With respect to any Third Party Infringement Action in the Apollomics Territory, the Party controlling the response to the Third Party Infringement Action shall bear all costs of such action. In the event of any recovery in connection with a Third Party Infringement Action, the Parties shall allocate any such recovery in accordance with Section 9.4(d)(i)-(iv), where, solely for the purposes of recovery allocation under this Section 9.5, the controlling Party under this Section 9.5 shall be deemed an “Enforcing Party” and the applicable Third Party Infringement Action resulting in such recovery shall be deemed an “enforcement action” as described in Section 9.4(d)(i)-(iv).

Third Party Infringement Suit. In the event that a Third Party brings an action against Licensee alleging that Licensee's, its Affiliates' or its sublicensees' developing, making, having made, importing, exporting, using, manufacturing, or having manufactured Compound or Product, or distributing, marketing, promoting, commercializing, offering for sale or selling Product infringes or will infringe a claim of a patent that covers the Compound, Product or the manufacture or use thereof, then Licensee shall have the first right to elect to defend such action at its expense. Licensee shall keep MSD advised of such action and consider in good faith any comments by MSD. Licensee shall promptly notify MSD in writing if it elects not to defend such action, in which case, the Parties shall confer.

If a Third Party sues LICENSEE or any of LICENSEE’s Affiliates or Sublicensees (each Person so sued being referred to herein as a “Sued Party”), alleging that the exploitation of the ​ Manufacturing Technology by LICENSEE or any of LICENSEE’s Affiliates or Sublicensees during the Term and pursuant to this Agreement infringe or will infringe such Third Party’s Patent Rights, then, if such suit is an indemnifiable claim under Section 10.2, such suit shall, at LICENSEE’s election, be subject to the indemnification provisions of Article X. If LICENSEE does not seek indemnification under Section 10.2 with respect to such suit, or if such suit is not an indemnifiable claim, then, to the extent such action involves ​ Manufacturing Technology, LICENSEE shall so notify AGTC and AGTC shall have the first

Party Infringement of Third Party IP. If either Party becomes aware that the Exploitation of any Licensed Product in the Territory results in, or may result in, any Action, by a Third Party alleging infringement of Patent Rights or unauthorized use or misappropriation of Confidential Information or Know-How by a Party or its Affiliates or Sublicensees (a “Collaboration Infringement”), then such Party shall promptly report such Collaboration Infringement in writing to the other Party. […​…]. Furthermore, Takeda shall have the first right, but not the obligation, to defend and control the defense of any such Action at its own expense, using counsel of its own choice; provided, that Poseida shall pay all expenses in connection with the defense of any Action or portion thereof to

Infringement of Third-Party Rights. Each Party shall promptly notify the other in writing of any allegation by a Third Party that manufacture, use or sale of Product infringes or may infringe the intellectual property rights of such Third Party. Except as otherwise provided in Article 12, # Verrica has the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Verrica’s activities at its own expense and by counsel of its own choice, and Licensee may, at its own expense, be represented in any such action by counsel of its own choice if such intellectual property rights pertain to the Territory and # Licensee has the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Licensee’s activities at its own expense and by counsel of its own choice, and Verrica may, at its own expense, be represented in any such action by counsel of its own choice.

Infringement of Third Party Patents. If any Third Party asserts any Claims against Licensee (or any of its Affiliates or Sublicensees), alleging that any Licensed Product, the use or practice of the Licensed Patents or Licensed Technology, infringes, misappropriates or violates the Intellectual Property Rights of any Person, Licensee shall promptly notify Licensor thereof in writing specifying the facts, to the extent known, in reasonable detail. Licensee shall assume control of the defense of such Claims. Licensee shall have the exclusive right to settle any Claim against Licensee (or any of its Affiliates or Sublicensees) without the consent of Licensor. As used herein, “Claims” means collectively, any and all Third Party demands, claims, actions and proceedings (whether criminal or civil, in contract, tort or otherwise) for losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees).

Infringement of Third Party Rights. If any Product used or sold by Licensee, its Affiliates, or Sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of any intellectual property rights in a jurisdiction within the Licensee Territory, Licensee shall promptly notify Ovid and the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action and may, if appropriate, agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute. Absent any agreement to the contrary, and subject to claims for indemnification under Article 12, each Party may defend itself from any such Third Party claim at its own cost and expense, provided that ​. If ​.

Infringement of Third Party Rights. If either Party learns of Third Party allegations that it or the other Party or any of its or the other Party’s Affiliates, or with respect to Apellis any Permitted Third Parties, have infringed, misappropriated or otherwise violated, or are infringing, misappropriating or otherwise violating, any Intellectual Property of a Third Party in connection with either the Trial or performing its obligations or duties hereunder, such Party will promptly notify the other Party. Apellis will have sole control and responsibility of, and discretion with respect to, such allegations and any related actions and/or litigation.