Common use of Defense and Settlement of Third Party Claims Clause in Contracts

Defense and Settlement of Third Party Claims. If either (a) any Product Exploited by or under authority of either Party becomes the subject of a Third Party’s claim or assertion of infringement of a patent, or (b) a declaratory judgment action is brought naming either Party as a defendant and alleging invalidity of any of the Patent Rights contained in Collaboration Patents, EnteraBio Patents or Amgen Patents, the Party first having notice of the claim or assertion shall promptly notify the other Party, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Unless the Parties otherwise agree in writing, each Party shall have the right to defend itself against a suit that names it as a defendant (the “Defending Party”). Neither Party shall enter into any settlement of any claim described in this Section 8.4 that admits to the invalidity or unenforceability of any Patent Right Controlled by the other Party or jointly by the Parties (or otherwise affects the scope, validity or enforceability of such Patent Right), incurs any financial liability on the part of any other Party or requires an admission of liability, wrongdoing or fault on the part of the other Party without such other Party’s written consent. In any event, the other Party shall reasonably assist the Defending Party and cooperate in any such litigation at the Defending Party’s request and expense. Additionally, if the Defending Party is not the Party that Controls the Patent Right in question, then the other Party has the right to join any such action.

Defense and Settlement of Third Party Claims. If either (a) any Amgen Product or Kite Product Exploited by or under authority of either Party becomes the subject of a Third Party’s claim or assertion of infringement of a patent, or (b) if a declaratory judgment action is brought naming either Party as a defendant and alleging invalidity of any of the Patent Rights contained in Collaboration Patents, EnteraBio Kite Patents or Amgen Patents, the Party first having notice of the claim or assertion shall promptly notify the other Party, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Unless the Parties otherwise agree in writing, each Party shall have the right to defend itself against a suit that names it as a defendant (the “Defending Party”). Neither Party None of the Parties shall enter into any settlement of any claim described in this Section 8.4 9.4 (Defense and Settlement of Third Party Claims) that admits to the invalidity or unenforceability of any Patent Right Controlled by the other Party or jointly by the Parties (or otherwise affects effects the scope, validity or enforceability of such Patent Right), incurs any financial liability on the part of any other Party or requires an admission of liability, wrongdoing or fault on the part of the other Party without such other Party’s written consent. In any event, the other Party shall reasonably assist the Defending Party and cooperate in any such litigation at the Defending Party’s request and expense. Additionally, if the Defending Party is not the Party that Controls the Patent Right in question, then the other Party has the right to join any such action.

Defense and Settlement of Third Party Claims. If either (a) any Product Exploited a Third Party files a claim, suit or action against a Party claiming that a Patent or other intellectual property right owned by such Third Party is infringed by the development, use, marketing, distribution or under authority of either Party becomes the subject sale of a Third Kirin Product or Dendreon Product, and such claim, suit or action (a "Claim") arises out of such Party’s claim or assertion of infringement of a patent, or (b) a declaratory judgment action is brought naming either Party as a defendant and alleging invalidity of any of 's practice in the Patent Rights contained in Collaboration Patents, EnteraBio Patents or Amgen PatentsField pursuant to this Agreement, the Party first having notice of against whom the claim or assertion shall promptly notify the other Third Party has filed such Claim ("Defending Party, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Unless the Parties otherwise agree in writing, each Party shall ") will have the right to defend itself against a suit that names it as a defendant (any such Claim. The other Party will assist in the “Defending Party”). Neither Party shall enter into any settlement defense of any claim described in this Section 8.4 that admits to the invalidity or unenforceability of any Patent Right Controlled such Claim as reasonably requested by the other Party or jointly by the Parties (or otherwise affects the scope[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, validity or enforceability of such Patent Right)MARKED BY BRACKETS, incurs any financial liability on the part of any other Party or requires an admission of liabilityHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, wrongdoing or fault on the part of the other Party without such other Party’s written consentAS AMENDED. In any event, the other Party shall reasonably assist the Defending Party and cooperate in any such litigation at the Defending Party’s request 's expense and may retain separate counsel at its own expense. AdditionallyThe Defending Party shall not settle any such Claim without the prior express written consent of the other Party, which consent shall not be unreasonably withheld or delayed, if the Defending Party is not the Party that Controls the Patent Right in question, then the such settlement would impose on such other Party has the right obligation to join pay any damages or would adversely affect such actionParty's rights.

Defense and Settlement of Third Party Claims. If either (a) any a Licensed Product Exploited by in the UGNX Territory or under authority of either Party Mereo Territory becomes the subject of a Third Party’s claim or assertion of infringement of a patent, Third Party patent or (b) trademark or misappropriation of a declaratory judgment action is brought naming either Party as a defendant and alleging invalidity of any of the Patent Rights contained in Collaboration Patents, EnteraBio Patents or Amgen Patentstrade secret, the Party first having notice of the claim or assertion shall promptly notify the other Party, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Unless the Parties otherwise agree in writing, each Party shall have the right to defend itself against a suit that names it as a defendant (the “Defending Party”). Neither Party shall enter into any settlement of any claim described in this Section 8.4 9.5 (a) that admits to the invalidity or unenforceability of any Joint Patents or any Patent Right Rights Controlled by the other Party or jointly by the Parties (or otherwise affects the scope, validity or enforceability of such Patent Right), incurs ) or (b) causes the other Party to incur any financial liability on the part of any other Party or requires an admission of liability, wrongdoing or fault on the part of the other Party Party, in each case ((a) or (b)), without such other Party’s written consent. In any event, such consent not to be unreasonably withheld, delayed or conditioned, provided that the other Party foregoing shall reasonably assist the Defending Party and cooperate in any such litigation at the Defending not limit either Party’s request final decision making authority to obtain a license with respect to Third Party IP necessary for the Exploitation of the Licensed Product in their respective territories pursuant to Section 8.3.4 and expense. Additionally, if the Defending Party is not the Party that Controls the Patent Right in question, then the other Party has the right to join any such action.Section 8.4.4

Defense and Settlement of Third Party Claims. If either (a) any Product Exploited by or under authority of either Party HSB becomes the subject of a Third Party’s claim or assertion of infringement of a patent, or (b) if a declaratory judgment action is brought naming either Party as a defendant and alleging invalidity of any of the Patent Rights Patents contained in Collaboration Patents, EnteraBio ABSI Patents or Amgen HSB Patents, the Party first having notice of the claim or assertion shall promptly notify the other Party, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Unless the Parties otherwise agree in writing, each Party shall have the right to defend itself against a suit that names it as a defendant (the “Defending Party”). Neither Party None of the Parties shall enter into any settlement of any claim described in this Section 8.4 9.4 (Defense and Settlement of Third-Party Claims) that admits to the invalidity or unenforceability of any Patent Right Controlled by the other Party or jointly by the Parties (or otherwise affects effects the scope, validity or enforceability of such Patent RightPatent), incurs any financial liability on the part of any other Party or requires an admission of liability, wrongdoing or fault on the part of the other Party without such other Party’s written consent. In any event, the other Party shall reasonably assist the Defending Party and cooperate in any such litigation at the Defending Party’s request and expense. Additionally, if the Defending Party is not the Party that Controls the Patent Right in question, then the other Party has the right to join any such action.

Defense and Settlement of Third Party Claims. If either Each party shall promptly notify the other in writing of (a) any Product Exploited allegation by or under authority a Third Party that the activity of either of the parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party becomes the subject of a Third Party’s claim or assertion of infringement of a patent, or (b) a any declaratory judgment action that is brought naming either Party party as a defendant and alleging invalidity of any of the Patent Rights contained in Collaboration Patents, EnteraBio Patents or Amgen Patents, Company Patents or Joint Invention Patents. Company shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party first having notice rights by Company’ activities at its own expense and by counsel of the claim or assertion shall promptly notify the other Partyits own choice, and Amgen shall have the Parties right, at its own expense, to be represented in any such action by counsel of its own choice. Amgen shall promptly confer have the sole right to consider control any defense of any such claim involving alleged infringement of Third Party rights by Amgen’s activities at its own expense and by counsel of its own choice, and Company shall have the claim or assertion and the appropriate course right, at its own expense, to be represented in any such action by counsel of actionits own choice. Unless the Parties otherwise agree in writing, each Party Neither party shall have the right to defend itself against a suit that names it as a defendant (the “Defending Party”). Neither Party shall enter into settle any settlement of any claim described in patent infringement litigation under this Section 8.4 ‎9.5 in a manner that admits to the invalidity or unenforceability of any Patent Right Controlled by the other Party party’s Patents or jointly by a Joint Invention Patent or imposes on the Parties (other party restrictions or otherwise affects obligations or other liabilities, without the scope, validity or enforceability written consent of such Patent Right)other party, incurs any financial liability on the part of any other Party or requires an admission of liability, wrongdoing or fault on the part of the other Party without such other Party’s written consent. In any event, the other Party which consent shall reasonably assist the Defending Party and cooperate in any such litigation at the Defending Party’s request and expense. Additionally, if the Defending Party is not the Party that Controls the Patent Right in question, then the other Party has the right to join any such actionbe unreasonably withheld.

Defense and Settlement of Third Party Claims. If either (a) any Amgen Product, CytomX Product or EGFR Product Exploited by or under authority of either Party Party, its Affiliates or Sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a patent, or (b) a declaratory judgment action is brought naming either Party as a defendant and alleging invalidity of any of the Patent Rights contained in Collaboration Patents, EnteraBio Patents or Amgen Patents, the Party first having notice of the claim or assertion shall promptly notify the other Party, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Unless the Parties otherwise agree in writing, each Party shall have the right to defend itself against a suit that names it as a defendant (the “Defending Party”). Neither Party shall enter into any settlement of any claim described in this Section 8.4 that admits to the invalidity or unenforceability of any Patent Right Controlled by the other Party or jointly by the Parties (or otherwise affects the scope, validity or enforceability of such Patent Right), incurs any financial liability on the part of any the other Party or requires an admission of liability, wrongdoing or fault on the part of the other Party without such other Party’s written consent. In any event, the other Party shall reasonably assist the Defending Party and cooperate in any such litigation at the Defending Party’s request and expense. Additionally, if the Defending Party is not the Party that Controls the Patent Right in question, then the other Party has the right to join any such action.