Defense of Infringement Actions. During the Term, each Party shall bring to the attention of the other Party all information regarding potential infringement or any claim of infringement of Third Party intellectual property rights in connection with the development, manufacture, production, use, importation, offer for sale, or sale of Products in the Territory. Subject to Article 11, each Party shall be solely responsible at its sole expense for defending any action, suit, or other proceeding brought against it alleging infringement of Third Party intellectual property rights in connection with its activities under this Agreement. This Section 9.8 shall not be interpreted as placing on either Party a duty of inquiry regarding Third Party intellectual property rights.
Defense of Infringement Actions. (a) If Roche and/or PDL are named as defendant(s) in a patent infringement suit filed by a Third Party concerning the development, manufacture, production, use, importation, offer for sale, or sale of Licensed Products in a Collaborative Field in the ROW Territory, then Roche shall defend such suit at its own cost and shall indemnify and hold PDL harmless against any such patent or other infringement suits, and any claims, losses, damages, liabilities, expenses, including reasonable attorneys’ fees and cost, that may be incurred by PDL therein or in settlement thereof. Any and all settlements that restrict the scope or enforceability of PDL Know-How or PDL Patents must be approved by PDL, in its sole and absolute discretion, before execution by Roche. Any and all settlements that restrict the scope or enforceability of Joint Roche-PDL Patents or Sole Roche Patents (other than those Sole Roche Patents co-owned by a Third Party) must be approved by PDL before execution by Roche, such approval not to be unreasonably withheld. PDL shall not be required to approve any settlement that does not include as a condition thereof the granting to PDL of a full and unconditional release of claims.
(b) If Roche and/or PDL are named as defendant(s) in a patent infringement suit filed by a Third Party concerning the methods or products used by or on behalf of PDL during the manufacture of Licensed Products for sale in a Collaborative Field in the U.S. Territory, and PDL had not previously disclosed to Roche that it was using such methods or products during such manufacture, then PDL shall defend such suit at its own cost and hold Roche harmless against any such patent or **** Certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions. other infringement suits, and any claims, losses, damages, liabilities, expenses, including reasonable attorneys’ fees and costs, that may be incurred by either Party therein or in settlement thereof. Any and all settlements must be approved by both Parties, such approval not to be unreasonably withheld. Roche shall not be required to approve any settlement that does not include as a condition thereof the granting to Roche of a full and unconditional release of claims.
(c) If Roche and/or PDL are named as defendant(s) in a patent infringement suit not covered by Section 12.11(b) that is filed by a Third Party concerning the developm...
Defense of Infringement Actions. Licensor shall defend any claim for patent or trademark infringement by a third party on account of the manufacture, sale, practice or use of any Licensed Products at its own expense, in its own name and entirely under its own direction and control, or settle any such action, proceeding or dispute by license. Notwithstanding the foregoing, no settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of the Matritech Patent Rights and/or Matritech Trademark Rights, in each case that cover the Licensed Products, may be entered into by Licensor without the prior written consent of Licensee, which consent shall not be unreasonably withheld, delayed or conditioned.
Defense of Infringement Actions. (a) If PDL and/or Biogen Idec are defendant(s) named in a patent infringement suit filed by a Third Party concerning the development, manufacture, production, use, importation, offer for sale, or sale of Collaboration Products in the Field (a “Defensive Action”) decisions regarding such Defensive Actions shall be made by the JPC, upon consultation with the Joint Steering Committee. Upon the identification of a Defensive Action with respect to a Collaboration Product, the JPC shall (i) promptly discuss such Defensive Action, (ii) promptly discuss the strategy for defending such suit, and (iii) designate the Controlling Party to be responsible for controlling said Defensive Action, and determine a reasonable allocation between the Parties of the costs of such Defensive Action. The Controlling Party shall be responsible, using outside counsel mutually acceptable to both Parties, to implement the decisions of the JPC regarding such Defensive Action. The non-Controlling Party shall reasonably cooperate, as requested by the Controlling Party, in such Defensive Action. The Controlling Party shall keep the Joint Steering Committee and the JPC informed of the progress of any action or proceeding in the Defensive Action. The Controlling Party shall keep the JPC advised of all communications, actual and prospective filings or submissions regarding such Defensive Action, and shall provide the JPC an opportunity to review and comment on any such communications, filing and submissions. The Controlling Party shall not settle or consent to an adverse judgment in any such Defensive Action, unless approved by the Joint Steering Committee (which approval shall not be unreasonably withheld).
(b) During the term of this Agreement, each Party shall bring to the attention of the other Party all information regarding potential infringement of Third Party intellectual property rights via the development, manufacture, production, use, importation, offer for sale, or sale of Collaboration Products in a Field throughout the world. The Parties shall discuss such information and decide how to handle such matter.
Defense of Infringement Actions. Licensor and Licensee hereby acknowledge and agree that each party shall be responsible for defending, at its own expense, any infringement action brought against such party by any Third Party, and Licensor and Licensee agree reasonably to cooperate with the other in any such defense and in responding to any threatened infringement action, and to provide assistance, at its own (respective) expense, as may be reasonably requested by the defending party.
Defense of Infringement Actions. During the Term, each Party shall bring to the attention of the other Party all information regarding potential infringement or any claim of infringement of Third Party intellectual property rights in the Territory in connection with the development, manufacture, production, use, importation, offer for sale, or sale of Products in the Territory. Subject to Article 11, each Party shall be solely responsible for defending any action, suit, or other proceeding brought against it alleging infringement of Third Party intellectual property rights in connection with its activities under this Agreement, provided that if both Parties are named in such action, then FibroGen China shall have the first right to defend such action and the costs and expenses shall be a shared expense of the Parties and reconciled as part of the FibroGen Cayman reconciliation in accordance with Exhibit D. This Section 9.8 shall not be interpreted as placing on either Party a duty of inquiry regarding Third Party intellectual property rights.
Defense of Infringement Actions. During the Term, each Party shall bring to the attention of the other Party all information regarding potential infringement or any claim of infringement of Third Party intellectual property rights in connection with the development, manufacture, use, importation, offer for sale, or sale of Licensed Products in the Territory. The Parties shall discuss such information and decide how to handle such matter, with Gilead having final authority to decide in the event of a disagreement. Subject to Article 11, Gilead shall have the first right to defend any such action that relates to a Licensed Product or Gilead Combination Product, and otherwise, each Party shall be solely responsible for defending any action, suit, or other proceeding brought against it alleging infringement of Third Party intellectual property rights in connection with its activities under this Agreement, and the other Party shall reasonably cooperate with such Party (including by being joined to such action if so requested and by using commercially reasonable efforts to obtain any necessary joinder or cooperation in any such suit or other action from any applicable Third Parties) in connection with defense of such action, suit or proceeding, and if an action, suit or other proceeding is brought against both Parties, then Gilead shall be responsible for defending such action, suit or other proceeding. This Section 9.6 shall not be interpreted as placing on either Party a duty of inquiry regarding Third Party intellectual property rights.
Defense of Infringement Actions. (a) During the term of this Agreement, each Party shall bring to the attention of the other Party all information regarding potential infringement of Third Party intellectual property rights via the development, manufacture, production, use, importation, offer for sale, or sale of a Licensed Product in the Territory, provided that each Party shall comply with the obligations set forth in Section 6.3 of the EUSA License regarding notifying EUSA. Upon the request of either Party, the Parties shall agree on and enter into a “common interest agreement” wherein such Parties agree to their shared, mutual interest in the outcome of such potential dispute.
Defense of Infringement Actions. (a) During the Term, each Party shall bring to the attention of the other Party all information regarding potential infringement, or any claim of infringement, of Third Party intellectual property rights in connection with the Development or Commercialization of Products in the Territory. The Parties shall discuss such information and how to handle such matter. In the event of a conflict with Section 8.3 and this Section 6.6, this Section 6.6 will control. Sanofi will have the right, but not the obligation, to develop the strategy for and to control the defense of any claim, suit or action brought against either Party alleging infringement of Third Party intellectual property rights in connection with the Development or Commercialization of any Product in the Territory, provided that Sanofi will keep Principia reasonably informed of the status and progress of such claim, suit or action, and will reasonably consider Principia’s comments on any such efforts. Each Party will, and will cause its Affiliates to, assist and cooperate with the other Party, as such other Party may reasonably request from time to time, in connection with the defense of any such claim of infringement including, where necessary, joining in, or being named as a necessary party to, such action (or furnishing a power of attorney for such purpose), providing access to relevant documents and other evidence and making its employees available at reasonable business hours. Sanofi will have the sole right to settle any such claim, provided that (i) Sanofi will provide Principia with the opportunity to comment on any proposed settlement terms, and consider Principia’s comments in good faith, and (ii) Sanofi will not settle any such claim in a manner that imposes on Principia any requirement to admit to any wrongdoing or any financial obligations to any Third Party, without the express written consent of Principia (which consent will not be unreasonably withheld, conditioned or delayed). This Section 6.6(a) shall not be interpreted as placing on either Party a duty of inquiry regarding Third Party intellectual property rights. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Defense of Infringement Actions. Licensor and Licensee hereby acknowledge and agree that each party shall be responsible for defending, at its own expense, any infringement action brought against such party by any Third Party, and Licensor and Licensee agree reasonably to cooperate with the other in any such defense and in responding to any threatened infringement action; provided, however, that, if Licensee is obligated to pay a royalty to a Third Party relative to use or sale of the AHPC Formulaid Product in excess of [ * ] of the Sales Price of the AHPC Formulaid Product (based upon an opinion of counsel reasonably acceptable to Licensor that Licensee would infringe a patent or other proprietary interest of such Third Party in the absence of such a royalty payment), then the Royalty payable to Licensor under Section 4.1 (iii) of this Agreement shall be reduced with respect to sales of the AHPC Formulaid Product in the Territory with respect to which such royalties to such Third Party relate from [ * ] or, if applicable, the Royalty payable to Licensor under Section 4.1 (iv) of this Agreement shall be reduced with respect to sales of the AHPC Formulaid Product in the Territory with respect to which such royalties to such Third Party relate from [ * ], during any period such a royalty to such a Third Party is paid.
