Common use of Claimed Infringement Clause in Contracts

Claimed Infringement. (a) Regulus will promptly notify the Licensors of the receipt of any claim that the Development or Manufacture of xxXXX Compounds or xxXXX Therapeutics or Commercialization of xxXXX Therapeutics infringes the Patent Rights or misappropriates Know-How of any Third Party or the commencement of any action, suit or proceeding with respect thereto, enclosing a copy of the claim and all papers served. (b) If a Party becomes aware that the Development or Manufacture of xxXXX Compounds or xxXXX Therapeutics or the Commercialization of xxXXX Therapeutics in the Field, by a Commercializing Party, its Affiliates or Sublicensees, infringes or misappropriates, or is likely to or is alleged to infringe or misappropriate, the Patent Rights or Know-How of any Third Party, such Party will promptly notify intellectual property counsel to the other Parties, and such Commercializing Party will have the sole right and responsibility to take any action it deems appropriate with respect thereto; provided, however, that, to the extent that any action would involve the enforcement of another Party’s Licensed IP or the Regulus IP (if the Commercializing Party is a Licensor), or the defense of an Invalidity Claim with respect to such other Party’s Licensed IP or the Regulus IP, the general concepts of Section 9.3 will apply to the enforcement of such other Party’s Licensed IP or the Regulus IP or the defense of such Invalidity Claim (i.e., each Party has the right to enforce its own intellectual property, except that the relevant Commercializing Party will have the initial right, to the extent provided in Section 9.3(a), to enforce such Licensed IP or Regulus IP or defend such Invalidity Claim, and Regulus will have a step-in right, to the extent provided in Section 9.3(a), to enforce such Patent Right or defend such Invalidity Claim).

Claimed Infringement. (ai) Regulus will promptly notify In the Licensors of the receipt of any claim event that the Development or Manufacture of xxXXX Compounds or xxXXX Therapeutics or Commercialization of xxXXX Therapeutics infringes the Patent Rights or misappropriates Know-How of any a Third Party at any time asserts a claim, or the commencement of any brings an action, suit or proceeding against a Party or any of its Affiliates or, with respect theretoto Licensee, Licensee Partners, claiming infringement of such Third Party’s Patent Rights or unauthorized use or misappropriation of such Third Party’s Know-How, based upon an assertion or claim arising out of any of the activities taken in respect of the Discovery, Development, Commercialization or Manufacture of Licensed Products, where such claim, action, suit or proceeding and/or the defense thereof involves, or is likely to involve, the validity, scope and/or enforceability of the Licensed Intellectual Property (“Third Party Infringement Claim”), such Party shall promptly notify the other Party in writing of the claim or the commencement of such action, suit or proceeding, enclosing a copy of the claim and all papers served. (bii) If a Within thirty (30) days after delivery of the notification required to be delivered under clause (i) above, as between Alnylam and Licensee and subject to Alnylam Third Party becomes aware that Obligations, Alnylam shall, upon written notice thereof to Licensee, assume control of the Development defense of those aspects of any such Third Party Infringement Claim which involve the validity, scope and/or enforceability of Licensed Intellectual Property (either alone or Manufacture of xxXXX Compounds or xxXXX Therapeutics or the Commercialization of xxXXX Therapeutics in the Field, by a Commercializing Party, its Affiliates or Sublicensees, infringes or misappropriates, or is likely to or is alleged to infringe or misappropriate, the combination with any other Patent Rights or Know-How How), and Licensee shall, upon written notice thereof to Alnylam, assume control of the defense of any other Third PartyParty Infringement Claim or aspect thereof, such as the case may be. Licensee and Alnylam, subject to Alnylam Third Party will promptly notify intellectual property counsel to Obligations, shall keep the other PartiesParty advised of the status of such action, suit, proceeding or claim and such Commercializing the defense thereof and shall consider recommendations made by the other Party will have the sole right and responsibility to take any action it deems appropriate with respect thereto. (iii) The Party controlling the action, suit, proceeding, claim or defense under Section 2.8(a) shall not agree to any settlement of such action, suit, proceeding, claim or defense without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed; provided, howeverthat Alnylam may settle or compromise any action, thatsuit, proceeding, claim or defense relating to Licensed Intellectual Property without the extent that any action would involve the enforcement prior written consent of another Party’s Licensed IP or the Regulus IP (if the Commercializing Party is a Licensor), or the defense of an Invalidity Claim with respect to such other Party’s Licensed IP or the Regulus IP, the general concepts of Section 9.3 will apply to the enforcement of such other Party’s Licensed IP or the Regulus IP or the defense of such Invalidity Claim (i.e., each Party has the right to enforce its own intellectual property, except that the relevant Commercializing Party will have the initial right, to the extent provided in Section 9.3(a), to enforce such Licensed IP or Regulus IP or defend such Invalidity Claim, and Regulus will have a step-in right, to the extent provided in Section 9.3(a), to enforce such Patent Right or defend such Invalidity Claim)Licensee.

Claimed Infringement. (a) Regulus will promptly notify the Licensors of the receipt of any claim that the Development or Manufacture of xxXXX mxXXX Compounds or xxXXX mxXXX Therapeutics or Commercialization of xxXXX mxXXX Therapeutics infringes the Patent Rights or misappropriates Know-How of any Third Party or the commencement of any action, suit or proceeding with respect thereto, enclosing a copy of the claim and all papers served. (b) If a Party becomes aware that the Development or Manufacture of xxXXX mxXXX Compounds or xxXXX mxXXX Therapeutics or the Commercialization of xxXXX mxXXX Therapeutics in the Field, by a Commercializing Party, its Affiliates or Sublicensees, infringes or misappropriates, or is likely to or is alleged to infringe or misappropriate, the Patent Rights or Know-How of any Third Party, such Party will promptly notify intellectual property counsel to the other Parties, and such Commercializing Party will have the sole right and responsibility to take any action it deems appropriate with respect thereto; provided, however, that, to the extent that any action would involve the enforcement of another Party’s Licensed IP or the Regulus IP (if the Commercializing Party is a Licensor), or the defense of an Invalidity Claim with respect to such other Party’s Licensed IP or the Regulus IP, the general concepts of Section 9.3 will apply to the enforcement of such other Party’s Licensed IP or the Regulus IP or the defense of such Invalidity Claim (i.e., each Party has the right to enforce its own intellectual property, except that the relevant Commercializing Party will have the initial right, to the extent provided in Section 9.3(a), to enforce such Licensed IP or Regulus IP or defend such Invalidity Claim, and Regulus will have a step-in right, to the extent provided in Section 9.3(a), to enforce such Patent Right or defend such Invalidity Claim).

Claimed Infringement. (ai) Regulus will promptly notify In the Licensors of the receipt of any claim event that the Development or Manufacture of xxXXX Compounds or xxXXX Therapeutics or Commercialization of xxXXX Therapeutics infringes the Patent Rights or misappropriates Know-How of any a Third Party at any time asserts a claim, or the commencement of any brings an action, suit or proceeding against a Party or any of its Affiliates or, with respect theretoto Licensee, Licensee Partners, claiming infringement of such Third Party’s Patent Rights or unauthorized use or misappropriation of such Third Party’s Know-How, based upon an assertion or claim arising out of any of the activities taken in respect of the Discovery, Development, Commercialization or Manufacture of Licensed Products, where such claim, action, suit or proceeding and/or the defense thereof involves, or is likely to involve, the validity, scope and/or enforceability of the Licensed Intellectual Property (“Third Party Infringement Claim”), such Party shall promptly notify the other Party in writing of the claim or the commencement of such action, suit or proceeding, enclosing a copy of the claim and all papers served. (bii) If a Within thirty (30) days after delivery of the notification required to be delivered under clause (i) above, as between Alnylam and Licensee and subject to Alnylam Third Party becomes aware that Obligations, Alnylam shall, upon written notice thereof to Licensee, assume control of the Development defense of those aspects of any such Third Party Infringement Claim which involve the validity, scope and/or enforceability of Licensed Intellectual Property (either alone or Manufacture of xxXXX Compounds or xxXXX Therapeutics or the Commercialization of xxXXX Therapeutics in the Field, by a Commercializing Party, its Affiliates or Sublicensees, infringes or misappropriates, or is likely to or is alleged to infringe or misappropriate, the combination with any other Patent Rights or Know-How How), and Licensee shall, upon written notice thereof to Alnylam, assume control of the defense of any other Third PartyParty Infringement Claim or aspect thereof, such as the case may be. Licensee and Alnylam, subject to Alnylam Third Party will promptly notify intellectual property counsel to Obligations, shall keep the other PartiesParty advised of the status of such action, suit, proceeding or claim and such Commercializing the defense thereof and shall consider recommendations made by the other Party will have the sole right and responsibility to take any action it deems appropriate with respect thereto. (iii) The Party controlling the action, suit, proceeding, claim or defense under Section 2.8(a) shall not agree to any settlement of such action, suit, proceeding, claim or defense without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed; provided, howeverthat Alnylam may settle or compromise any action, thatsuit, proceeding, claim or defense relating to Licensed Intellectual Property without the extent that any action would involve prior written consent of Licensee. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the enforcement of another Party’s Licensed IP or the Regulus IP (if the Commercializing Party is a Licensor), or the defense of an Invalidity Claim with respect to such other Party’s Licensed IP or the Regulus IP, the general concepts of Section 9.3 will apply to the enforcement of such other Party’s Licensed IP or the Regulus IP or the defense of such Invalidity Claim (i.e., each Party has the right to enforce its own intellectual property, except that the relevant Commercializing Party will have the initial right, to the extent provided in Section 9.3(a), to enforce such Licensed IP or Regulus IP or defend such Invalidity Claim, and Regulus will have a step-in right, to the extent provided in Section 9.3(a), to enforce such Patent Right or defend such Invalidity Claim)Commission.