Defense Actions Sample Clauses

Defense Actions. Upon LICENSEE’s request, NOVARTIS shall reasonably cooperate with LICENSEE, to the extent necessary to defend LICENSEE or its Affiliates or any Sublicensee of LICENSEE in a Defense Action related to LICENSEE’s or its Affiliates or Sublicensee’s Development, Commercialization or Use of any Compound or Product in the Field. LICENSEE shall have all authority with respect to any Defense Action, including the right to exclusive control of the defense of any such suit, action or proceeding and the exclusive right to compromise, litigate, settle or otherwise dispose of any such suit, action, or proceeding, provided that LICENSEE shall keep NOVARTIS timely informed of the proceedings and filings, and provide NOVARTIS with copies of all material communications, pertaining to each Defense Action, and LICENSEE shall not settle, stipulate to any facts or make any admission with respect to any Defense Action without NOVARTIS’ prior written consent (not to be unreasonably withheld or delayed) if such settlement, stipulation or admission would (a) adversely affect the validity, enforceability or scope, or admit infringement, of any of the Licensed Technology; (b) give rise to liability of NOVARTIS or its Affiliates; or (c) otherwise impair NOVARTIS’ or any of its Affiliates’ rights in any Licensed Technology or NOVARTIS’ or any of its Affiliates’ rights in this Agreement, including rights outside the Field. LICENSEE will reimburse NOVARTIS for its reasonable costs and expenses associated with compliance with this Section 8.3 arising from LICENSEE’s or its Affiliates or Sublicensee’s Development, Commercialization or Use of any Compound or Product in the Field.

Defense Actions. [***] shall be [***] responsible for the costs of any Defense Action and shall have all authority with respect to any such Defense Action, including [***] provided that [***] shall keep [***] timely informed of the proceedings and filings, and provide [***] with copies of all material communications, pertaining to each Defense Action [***] shall not settle, stipulate to any facts or make any admission with respect to any Defense Action without [***] prior written consent (not to be unreasonably withheld or delayed) if such settlement, stipulation or admission would (a) [***] (b) [***] (c) [***].

Defense Actions. Any recovery (including any settlement) received as a result of any Action under Section 15.4 (Defense of Third Party Infringement Claims) will be allocated in the following order: (a) to reimburse the defending Party (if the defense was not done jointly) for the costs and expenses (including attorneys’ and professional fees) that the defending Party incurred in connection with such Action, to the extent not previously reimbursed; (b) to reimburse the non-defending Party to the extent not already reimbursed, where it joins such defense as provided under Section 15.3.3(d); and (c) any recoveries in excess of such costs and expenses shall be [*].

Defense Actions. If any Party receives notice by counterclaim, declaratory judgment action or otherwise, alleging the invalidity or unenforceability of any Syndax Patent, it shall bring such fact to the attention of the other Party, including all relevant information related to such claim. Where such allegation is made in an opposition, reexamination, interference or other patent office proceeding, the provisions of Section 10.1 shall apply. Where such allegation is made in a counterclaim to a suit or other action brought under Section 10.3, the applicable provisions of Section 10.3 shall apply. Where such allegation is made in a declaratory judgment or other court action, the Party who prosecuted such Syndax Patent shall have the first right to defend such action at its own cost, provided that if a Party pursuant to Section 10.3 elects to bring an infringement counterclaim, the provisions of Section 10.3 shall thereafter apply. If the Party with the first right to defend a Syndax Patent elects not to defend such action, it shall so notify the other Party in writing, and the other Party shall have the right to defend such action, at the other Party’s cost. For any such action involving a Syndax Patent, the non-defending Party shall provide to the defending Party all reasonable assistance in such defense, at the defending Party’s request and cost; and the defending Party shall keep the other Party regularly informed of the status and progress of such efforts, and shall reasonably consider the other Party’s comments on any such efforts.

Defense Actions. Any recovery (including any settlement) received as a result of any action under Section 13.4 (Defense) will be allocated in the following order: (a) to reimburse Sanofi for the costs and expenses (including attorneys’ and professional fees) that Sanofi incurred in connection with such action, to the extent not previously reimbursed; (b) to reimburse Nurix, where it joins a legal action as provided under Section 13.4 (Defense), for the costs and expenses (including attorneys’ and professional fees) that Nurix incurred in connection with such action, to the extent not previously reimbursed; and (c) any recoveries in excess of such costs and expenses shall be [*].

Defense Actions. CBI (itself or through a designee) shall have the sole right, but not the obligation, at its own expense, to defend and control the defense of any legal action by a Third Party alleging that the exercise by CBI of its rights under the Licensed Technology infringes the rights of such Third Party.

Defense Actions. As between the Parties, AbbVie shall have (a) the [****] right, but not the obligation, to defend and control the defense (including any Defense Proceedings) of the validity and enforceability of the [****] Patents and (b) the [****] right, but not the obligation, to defend and control the defense (including any Defense Proceedings) of the validity and enforceability of the [****] Patents, [****] Patents and the [****] Patents, in each case ((a) and (b)), in the Territory, using counsel of its own choice, at AbbVie’s sole cost and expense; provided that if the assertion of invalidity or unenforceability of such Patents is brought as a defense or counterclaim in connection with an infringement action initiated pursuant to Section 7.5, the applicable enforcing Party shall have the [****] right, but not the obligation, to defend and control the validity and enforceability of such Patents at its sole cost and expense. Nothing in this Section 7.6 will limit any indemnification rights or obligations of a Party under Article 10.

Defense Actions. (a) Prior to the Continuation Date. As between the Parties, prior to the Continuation Date, (i) Xilio shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of [**] and (ii) Gilead shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of [**], in each case ((i) and (ii)), in the Territory, using counsel of its own choice, at its sole cost and expense.

Defense Actions. Notwithstanding the terms of Section 10.4 of the APA, Bio-Rad (itself or through a designee) shall have the sole right, but not the obligation, at its own expense, to defend and control Sublicense Agreement between Bio-Rad and Ciphergen the defense of any legal action by a Third Party alleging that the exercise by Bio-Rad of its rights under the Licensed Technology infringes the rights of such Third Party.

Defense Actions. As between the Parties, except with respect to proceedings covered by the definition of Prosecution and Maintenance (which, for clarity, are addressed in Section 9.2 (Prosecution and Maintenance of Licensed Patents and Resulting Patents)), each Party shall have the sole right, but not the obligation, to defend and control the defense of the validity and enforceability of the Licensed Patents and Resulting Patents for which such Party has the right to Prosecute and Maintain under Section 9.2 (Prosecution and Maintenance of Licensed Patents and Resulting Patents) at its sole cost and expense and using counsel of its own choice (such Party being referred to as the controlling Party and the other Party being referred to as the non-controlling Party).