Common use of Defense of Claims Asserted by Third Parties Clause in Contracts

Defense of Claims Asserted by Third Parties. (a) Notwithstanding anything to the contrary in this Agreement, in the event that any action, suit or proceeding is brought against CURAGEN or PIONEER or any Affiliate, Agent, licensee or sublicensee of PIONEER alleging the infringement of the intellectual property rights of a third party by reason of the discovery, development, manufacture, use, sale, importation or offer for sale of a Licensed Product by PIONEER or its Affiliates, Agents, licensees or sublicensees, PIONEER will have the obligation to defend itself and CURAGEN and such Affiliate, Agent, licensee or sublicensee in such action, suit or proceeding at PIONEER's expense, except if the action, suit or proceeding is brought primarily due to the actions of CURAGEN in its discovery and characterization of genes, including but not limited to the use of CURAGEN's proprietary technologies. (In such case, PIONEER shall have no obligation to defend CURAGEN.) CURAGEN shall have the right to separate counsel at its own expense in any such action or proceeding and PIONEER will reimburse CURAGEN for all reasonable expenditures incurred in connection therewith. The parties will cooperate with each other in the defense of any such suit, action or proceeding. The parties will give each other prompt written notice of the commencement of any such suit, action or proceeding or claim of infringement and will furnish each other a copy of each communication relating to the alleged infringement. PIONEER shall not compromise, litigate, settle or otherwise dispose of any such suit, action or proceeding which involves CURAGEN Proprietary Intellectual Property or Joint Proprietary Intellectual Property without CURAGEN's advice and prior consent, provided that CURAGEN shall not unreasonably withhold its consent to any settlement which does not have a material adverse effect on CURAGEN or CURAGEN's business.

Defense of Claims Asserted by Third Parties. (a) Notwithstanding anything to the contrary in this Agreement, in the event that any action, suit or proceeding is brought against CURAGEN SEMBIOSYS or PIONEER any Affiliate of SEMBIOSYS or MARTEK or any Affiliate, Agent, licensee or sublicensee of PIONEER MARTEK alleging the infringement of the intellectual property rights of a third party Third Party by reason of the discovery, development, manufacture, use, sale, importation or offer for sale of a Licensed Product by PIONEER MARTEK or its Affiliates, Agents, licensees or sublicensees, PIONEER MARTEK will have the obligation to defend itself and CURAGEN SEMBIOSYS and such Affiliate, Agent, licensee or sublicensee in such action, suit or proceeding at PIONEER's MARTEK’s expense, except if the action, suit or proceeding is brought primarily due to the actions of CURAGEN SEMBIOSYS in its discovery and characterization development of genestransgenic plants, including but not limited to the use of CURAGEN's SEMBIOSYS’ proprietary technologies. technologies (In such in which case, PIONEER MARTEK shall have no obligation to defend CURAGEN.) CURAGEN SEMBIOSYS hereunder). SEMBIOSYS shall have the right to separate counsel at its own expense in any such action or proceeding and PIONEER MARTEK will reimburse CURAGEN SEMBIOSYS for all reasonable expenditures incurred in connection therewith. The parties will cooperate with each other in the defense of any such suit, action or proceeding. The parties will give each other prompt written notice of the commencement of any such suit, action or proceeding or claim of infringement and will furnish each other a copy of each communication relating to the alleged infringement. PIONEER MARTEK shall not compromise, litigate, settle or otherwise dispose of any such suit, action or proceeding which involves CURAGEN Proprietary SEMBIOSYS Program Intellectual Property or Joint Proprietary Program Intellectual Property without CURAGEN's SEMBIOSYS’ advice and prior consent, provided that CURAGEN SEMBIOSYS shall not unreasonably withhold its consent to any settlement which does not have a material adverse effect on CURAGEN SEMBIOSYS or CURAGEN's SEMBIOSYS’ business.

Defense of Claims Asserted by Third Parties. (a) Notwithstanding anything to the contrary in this Agreement, in the event that any action, suit or proceeding is brought against CURAGEN SEMBIOSYS or PIONEER any Affiliate of SEMBIOSYS or MARTEK or any Affiliate, Agent, licensee or sublicensee of PIONEER MARTEK alleging the infringement of the intellectual property rights of a third party Third Party by reason of the discovery, development, manufacture, use, sale, importation or offer for sale of a Licensed Product by PIONEER MARTEK or its Affiliates, Agents, licensees or sublicensees, PIONEER MARTEK will have the obligation to defend itself and CURAGEN SEMBIOSYS and such Affiliate, Agent, licensee or sublicensee in such action, suit or proceeding at PIONEER's MARTEK’s expense, except if the action, suit or proceeding is brought primarily due to the actions of CURAGEN SEMBIOSYS in its discovery and characterization development of genestransgenic plants, including but not limited to the use of CURAGEN's SEMBIOSYS’ proprietary technologies. technologies (In such in which case, PIONEER MARTEK shall have no obligation to defend CURAGEN.) CURAGEN SEMBIOSYS hereunder). SEMBIOSYS shall have the right to separate counsel at its own expense in any such action or proceeding and PIONEER MARTEK will reimburse CURAGEN SEMBIOSYS for all reasonable expenditures incurred in connection therewith. The parties will cooperate with each other in the defense of any such suit, action or proceeding. The parties will *The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission give each other prompt written notice of the commencement of any such suit, action or proceeding or claim of infringement and will furnish each other a copy of each communication relating to the alleged infringement. PIONEER MARTEK shall not compromise, litigate, settle or otherwise dispose of any such suit, action or proceeding which involves CURAGEN Proprietary SEMBIOSYS Program Intellectual Property or Joint Proprietary Program Intellectual Property without CURAGEN's SEMBIOSYS’ advice and prior consent, provided that CURAGEN SEMBIOSYS shall not unreasonably withhold its consent to any settlement which does not have a material adverse effect on CURAGEN SEMBIOSYS or CURAGEN's SEMBIOSYS’ business.