Allegations of Infringement by Third Parties. In the event that Alexion or XOMA receives notice that the use, development, manufacture, sale, import or export of a Product, or any other action by either of them under this Agreement, during the Term of this Agreement is alleged to be a violation of the patent or other intellectual property rights of a Third Party, it shall immediately notify the other Party. The JMC shall promptly determine an appropriate response and course of action. Alexion will (unless such allegations relate only to a particular Product in a particular Future Indication as to which Alexion has Opted Out and not Opted Back In) have the right to control any defense, using counsel selected by it with the consent of XOMA (which consent shall not be unreasonably withheld). The Party controlling such action, as provided in this Section 9.4, shall consult with the other Party, and give due consideration to any concerns the other Party may raise, with respect to all significant matters relating to such action. The costs thereof (including any damages, costs or expenses resulting from any action) shall be shared 70 (Alexion)/30 (XOMA) between the Parties (unless such allegations relate only to a particular Product in a particular Future Indication as to which one Party has Opted Out and not Opted Back In, in which case all such costs shall be borne by the other Party). Any recovery obtained as a result of infringement actions governed by this Section 9.4 shall be treated as provided in Section 9.3(g), and the Parties shall be entitled to abandon their efforts hereunder in the same manner as provided in Section 9.3(h).
Allegations of Infringement by Third Parties. Roche will be responsible for any threatened or actual claims for Third Party patent infringement or other Third Party intellectual property rights arising out of the manufacture, use, sale or importation of Collaboration Products to which Roche retains a license. Upon receiving notice of such actual or threatened claims, Roche shall promptly meet with SGX to discuss the course of action to be taken to resolve or defend such infringement litigation. If Roche is not named as a Party in such claim, suit or proceeding ("Suit"), Roche may at its own expense and through counsel of its own choice, seek leave to intervene in such Suit. SGX agrees not to oppose such intervention. If Roche, and not SGX, is named as a Party to such Suit, Roche shall have the right to control the defense and settlement of such Suit, at its own expense, using counsel of its own choice, however, SGX, at its own expense, and through counsel of its own choice, may seek to intervene if the Suit relates to the commercialization of the Collaboration Product and in such event, Roche agrees not to oppose such intervention. If SGX shall at any time, tender its defense to Roche, then Roche shall defend SGX in such Suit, at Roche's own expense and through counsel of its own choice and Roche shall control the defense and settlement of such Suit; provided Roche shall not enter into any agreement which makes any admission regarding (i) wrongdoing on the part of SGX, or (ii) the invalidity, unenforceability or absence of infringement of any Patent Rights owned by SGX, without the prior written consent of SGX, which consent shall not be unreasonably withheld or delayed. The Parties shall cooperate with each other in connection with any such Suit and shall keep each other reasonably informed of all material developments in connection with any such Suit.
Allegations of Infringement by Third Parties. In the event that Warner or Onyx receives notice that any action by either of them under this Agreement is alleged to be a violation of the patent or other intellectual property rights of a third party, it shall notify the other party to this Agreement, and they shall jointly determine an appropriate response and course of action. The costs of such defense, and any damages, costs or expenses resulting from such action, shall be paid [*] The Research Management Committee will decide whether or not to continue any activity following notice that such activity may be a violation of the patent or other intellectual property rights of a third party.
Allegations of Infringement by Third Parties. In the event that Warner or LeukoSite receives notice that any action by either of them under this Agreement is alleged to be a violation of the patent or other intellectual property rights of a third party, it shall immediately notify the other party to this Agreement. The Management Committee shall promptly determine an appropriate response and course of action. In the case of a Warner-LeukoSite Product Warner will control any defense, and the costs thereof (including any damages, costs or expenses resulting from any action) shall be borne by Warner. In the case of a Warner Product or a LeukoSite Product the control and costs of defense (including any damages, costs or expenses resulting from any action) will be borne by Warner or LeukoSite, respectively.
Allegations of Infringement by Third Parties. (a) The parties acknowledge that, in order to exploit the rights contained herein, each party may require licenses under third party patent rights that may be infringed by the use by such party of the rights granted herein and it is hereby agreed that
Allegations of Infringement by Third Parties. (a) The parties acknowledge that, in order to exploit the rights contained herein, JT may require licenses under Third Party patent rights that may be infringed by the use by JT of the rights granted herein and it is hereby agreed that it shall be JT's responsibility to satisfy itself as to the need for such licenses and, if necessary, to obtain such licenses.
(b) JT shall be solely responsible for any threatened or actual claims for Third Party patent infringement or other Third Party intellectual property right arising out of the manufacture, use, sale or importation of a Product sold by JT, its Affiliates or sublicensees. Upon receiving notice of such actual or threatened claims, JT shall promptly meet with Gene Logic to discuss the course of action to be taken to resolve or defend any such infringement litigation.
Allegations of Infringement by Third Parties. In the event that Warner or LeukoSite receives notice that any action by either of them under this Agreement is alleged to be a violation of the patent or other intellectual property rights of a third party, it shall immediately notify the other party to this Agreement. The Management Committee shall promptly determine an appropriate response and course of action. In the case of a Warner-LeukoSite Product Warner will control any defense, and the costs thereof (including any damages, costs or expenses resulting from any action) shall be borne by Warner.
Allegations of Infringement by Third Parties. In the event that either Party receives written notice that the use, development, manufacture, sale, import or export of an Agreement Target or an Agreement Product, or any other action by either of them under this Agreement, prior to the expiration of the Term, is alleged to be a violation of the patent or other intellectual property rights of a Third Party, it shall promptly notify the other Party. [*] The Party controlling such action, as provided in this Section 7.4, shall consult with the other Party, and give due consideration to any concerns the other Party may raise, with respect to all significant matters relating to such action. The costs thereof (including any damages, costs or expenses resulting from any action) shall be borne by the Party controlling such action. The Party controlling such action shall not admit or stipulate the invalidity of any Collaboration Patent Rights or Post-Effective Date Patent Rights or settle any such suit, without the written consent of the other Party (which consent shall not be unreasonably withheld or delayed). Any recovery obtained as a result of infringement actions governed by this Section 7.4 shall be treated as provided in Section 7.3(a)(iii).
Allegations of Infringement by Third Parties. (a) Each of AD Pharma and Acura will forthwith notify the other Party upon learning of any allegation by a Third Party that (i) a Product or Product Line Extension may infringe Third Party intellectual property rights, or (ii) any product that includes the LIMITx™ Technology other than a Product or Product Line Extension (a “Related LIMITx™ Technology Product”) may infringe Third Party intellectual property rights and the Parties shall in that event consult with each other, including a possible defense strategy.
(b) If the infringement allegation against a Product or Product Line Extension is due to the LIMITx™ Technology, AD Pharma has the obligation to pursue any negotiations with the claimant and to control the defense of any legal proceeding regarding such infringement allegation against the Product at its own cost and expense (including the cost of defense, judgments, damages and settlements) and shall indemnify and hold Acura harmless from same. Acura shall, at AD Pharma's expense, reasonably collaborate with AD Pharma and render any reasonable assistance to AD Pharma in AD Pharma's negotiations with the claimant and defense of any such legal proceeding regarding such allegation of infringement.
(c) If the infringement allegation is against a Related LIMITx™ Technology Product, Acura reserves the limited right to negotiate with the claimant solely in its own name and on its own behalf relating to the Related LIMITx™ Technology Product and defend only itself in any legal proceeding regarding such allegation of infringement as it may relate to the Related LIMITx™ Technology Product at its own cost and expense (including the cost of defense, judgments, damages, and settlements). AD Pharma shall, at AD Pharma's expense, reasonably collaborate with Acura and render any reasonable assistance to Acura in Acura’s negotiations with the claimant and Acura’s defense of any legal proceeding regarding such allegation of infringement as it may relate to the Related LIMITx™ Technology Product. If Acura elects to undertake negotiation or defense pursuant to this section, Acura is neither authorized nor obligated to negotiate on behalf of or defend AD Pharma.
Allegations of Infringement by Third Parties. (a) If either party should be of the opinion that it or the other party cannot commercially reasonably make, import, use, market and/or sell a Collaboration Product without infringing a Third Party's patent or other intellectual property rights, it shall notify the other party. Both parties then shall seek an opinion of patent counsel acceptable to both parties. In the Co-Promotion Country, if such patent counsel concurs with the notifying party's opinion, the parties shall jointly or independently endeavor to secure a license from the Third Party on terms that are acceptable to both parties. In a non-Co-Promotion Country, if such patent counsel concurs with the notifying party's opinion, Warner shall endeavor to secure a license from the Third Party on terms that are acceptable to both parties. Any royalties payable by either party in the Co-Promotion Country under any such Third Party license shall be included as a Co-Promotion Expense in that country. [*] of any royalties payable by [*] in a non-Co-Promotion Country under any such Third Party license shall be deducted from royalty payments due to [*] pursuant to this Agreement with respect to such Collaboration Product in such country, provided, however, in no event shall royalties due CoCensys pursuant to this Agreement with respect to sales of any Collaboration Product in any non-Co-Promotion country be reduced by more than [*] of such Collaboration Product in such country. If in the opinion of such patent counsel the Third Party patent is invalid or will not be infringed by the manufacture, use, sale, or import of the Collaboration Product, the parties shall proceed in accordance with the terms of this Agreement, unless an action for infringement is brought against one or both parties.
(b) If either party is sued for patent infringement of any Third Party patents or other intellectual property right arising out of the manufacture, use, sale, or importation of a Collaboration Product in a Co-Promotion Country, the parties shall promptly meet to discuss the course of action to be taken to resolve or defend any such infringement litigation. Each party shall provide the other with such assistance as is reasonably necessary and shall cooperate in the defense of any such action. Any costs and expenses of defending such action and any damages or other compensation imposed shall be included as a Co-Promotion Expense in the Co-Promotion Country in which such action arose.
(c) Warner shall be solely responsibl...
