definiens: in the definition of Affiliate shall mean direct or indirect beneficial ownership of 35 % or greaterinterest in the income of a Person or such other relationship as, in fact, constitutes actual control ) that themanufacture, use, sale, distribution, marketing or importation of a Licensed Compound or a Licensed Product infringesrights in Intellectual Property owned or otherwise controlled by such Third Party ( an ), thefollowing shall apply : ( a)the party receiving a claim, or learns of the threat of such a claim, shall give the other party prompt writtennotice detailing as many facts as possible concerning the claim ; ( b)NeoRx, in its sole discretion, shall have the first right, but not an obligation, to defend against theInfringement Suit ; ( c)if [COMPANY] does not take steps to defend against the Infringement Suit within 90 days after the date that noticethereof was received from or delivered to AnorMED, AnorMED may take such legally permissible action as itdeems necessary or appropriate to defend against the Infringement Suit, but shall not be obligated to do so ; ( d)the party defending against the Infringement Suit ( in this section, the ) shall have the rightto control such litigation and shall bear all legal expenses ( including court costs and legal fees ), but it shallhave no right to settle any dispute in any manner which would abridge the rights of the other party under thisAgreement . By way of example and not by way of limitation, neither party may stipulate or admit to theinvalidity or unenforceability of any right in Intellectual Property . Before any action is taken by either partywhich could abridge the rights of the other party hereunder, the parties agree to, in good faith, consult witheach other with a goal of adopting a mutually satisfactory position ; - 19 - ( e)the Litigating Party shall keep the other party fully informed of the actions and positions taken or proposed tobe taken by the Litigating Party and the actions and positions taken by all other parties to such litigation ; and ( f)in the event that [COMPANY] defends against the Infringement Suit, AnorMED may elect to participate formally inthe Infringement Suit to the extent that the court may permit, provided that any additional expensesgenerated by AnorMED ’s formal participation shall be paid by AnorMED