Common use of Allegations of Infringement by Third Parties Clause in Contracts

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. Roche will Subject to the provisions of this Section 14.5, Warner shall be responsible for any threatened or actual claims for Third Party patent infringement or other Third Party intellectual property rights right arising out of (i) the manufacturemanufacture of any Collaboration Product for which Warner is responsible, or (ii) the manufacture by GenVec of any Collaboration Product in accordance with processes approved by the Executive Committee or in accordance with the applicable specifications (except to the extent such claims are caused by GenVec's negligence or willful misconduct), or (iii) the use, sale or importation of a Collaboration Products to which Roche retains a licenseProduct in the Territory. Upon receiving notice of such any actual or threatened claims, Roche the Parties shall promptly meet with SGX to discuss the course of action to be taken to resolve or defend any such infringement litigation. If Roche GenVec is not named as a Party in party to such claim, suit or proceeding ("Suit")but Warner is not named as a party, Roche may Warner may, at its own expense and through counsel of its own choice, seek leave to intervene in such Suitclaim, suit or proceeding. SGX GenVec agrees not to oppose such intervention. If RocheWarner, and not SGXGenVec, is named as a Party to such Suitclaim, Roche suit or proceeding, Warner shall have the right to control the defense and settlement of such Suitclaim, suit or proceeding, at its own expense, using counsel of its own choice, however, SGXhowever GenVec, at its own expense, expense and through counsel of its own choice, may seek to intervene if the Suit claim, suit or proceeding relates to the commercialization of the Collaboration Product in the Field, and in such event, Roche Warner agrees not to oppose such intervention. If SGX shall GenVec shall, at any time, tender its defense to RocheWarner, then Roche Warner shall defend SGX GenVec in such Suitclaim, suit or proceeding, at RocheWarner's own expense and through counsel of its own choice choice, and Roche Warner shall control the defense and settlement of any such Suit; provided Roche claim, suit or proceeding. In no event, shall not Warner enter into any agreement which makes any admission regarding (i) wrongdoing on the part of SGXGenVec, or (ii) the invalidity, unenforceability or absence of infringement of any Patent Rights owned or Controlled by SGXGenVec or any patent claiming a Joint Invention, without the prior written consent of SGXGenVec, which consent shall not be unreasonably withheld or delayedwithheld. The Parties shall cooperate with each other in connection with any such Suit claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such Suitclaim, suit or proceeding.