Common use of By Third Parties Clause in Contracts

By Third Parties. If an Onconova Patent (including a Joint Patent) becomes the subject of any proceeding commenced by a Third Party in the Licensed Territory in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, interference, or other attack upon the validity, title or enforceability thereof (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, an action for infringement against a Third Party under Section 7.5, in which case the provisions of Section 7.5 shall govern), then Onconova shall have the first right, but not the obligation, to control such defense at its sole cost. Onconova shall permit SymBio to participate in the proceeding to the extent permissible under Laws, and to be represented by its own counsel in such proceeding, as SymBio’s sole expense. If Onconova decides that it does not wish to defend against such action, then SymBio shall have a backup right to assume defense of such Third-Party action. Except as set forth above, all expenses incurred by the Parties in such an action shall be borne by the Party controlling the defense of the Third-Party action. Any awards or amounts received in defending any such Third-Party action, if any, shall be allocated between the Parties as provided in Section 7.5(vi) as if the Party controlling the defense of the Third-Party Action were the Party that brought an action against an alleged infringer.

By Third Parties. If an Onconova Patent (including a Joint Patent) becomes the subject of any proceeding commenced by a Third Party in the Licensed Territory in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, interference, or other attack upon the validity, title or enforceability thereof (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, an action for infringement against a Third Party under Section 7.510.5, in which case the provisions of Section 7.5 10.5 shall govern), then Onconova shall have the first right, but not the obligation, to control such defense at its sole cost. Onconova shall permit SymBio Xxxxxx to participate in the proceeding to the extent permissible under Laws, and to be represented by its own counsel in such proceeding, as SymBio’s Xxxxxx’x sole expense. If Onconova decides that it does not wish to defend against such action, then SymBio Xxxxxx shall have a backup right to assume defense of such Third-Party action. Except as set forth above, all expenses incurred by the Parties in such an action shall be borne by the Party controlling the defense of the Third-Party action. Any awards or amounts received in defending any such Third-Party action, if any, shall be allocated between the Parties as provided in Section 7.5(vi) 10.5.6 as if the Party controlling the defense of the Third-Party Action were the Party that brought an action against an alleged infringer.

By Third Parties. If an Onconova a CTI Patent (including a Joint Patent) becomes the subject of any proceeding commenced by a Third Party in the Licensed Territory in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, interference, or other attack upon the validity, title or enforceability thereof (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, an action for infringement against a Third Party under Section 7.510.5, in which case the provisions of Section 7.5 10.5 shall govern), then Onconova CTI shall have the first right, but not the obligation, to control such defense at its sole cost. Onconova CTI shall permit SymBio Xxxxxx to participate in the proceeding to the extent permissible under Laws, and to be represented by its own counsel in such proceeding, as SymBio’s at Xxxxxx’x sole expense. If Onconova CTI decides that it does not wish to defend against such action, then SymBio Xxxxxx shall have a backup right to assume defense of such Third-Party action. Except as set forth above, all expenses incurred by the Parties in such an action shall be borne by the Party controlling the defense of the Third-Party action. Any awards or amounts received in defending any such Third-Party action, if any, shall be allocated between the Parties as provided in Section 7.5(vi) 10.5.5 as if the Party controlling the defense of the Third-Party Action were the Party that brought an action against an alleged infringer.