Common use of Defense of Infringement Claim; Declaratory Judgment Actions Clause in Contracts

Defense of Infringement Claim; Declaratory Judgment Actions. (a) As between Spectrum and Purchaser, Purchaser will have the sole and exclusive right, but not the obligation, to control the defense of any Infringement Claim brought against Purchaser or any of its Affiliates arising out of the development, manufacture or commercialization of Licensed Products in the Licensed Territory. As between Spectrum and Purchaser, Spectrum will have the sole and exclusive right, but not the obligation, to control the defense of any Infringement Claim brought against Spectrum or any of its Affiliates or sublicensees (other than Purchaser) arising out of the development, manufacture or commercialization of Licensed Products in the Spectrum Territory. Neither party will settle any such Action in a manner that (i) admits that any Licensed Product infringes or misappropriates a third party’s Intellectual Property or (ii) agrees to any injunction or other equitable remedy binding the other party without obtaining the prior written consent of the other party, which consent will not be unreasonably withheld, conditioned or delayed. In addition, if applicable prior to the initiation of an Infringement Claim, either party has the right, but not the obligation, to bring a declaratory judgment action relating to any third party Patent Right that such third party has alleged is infringed by the development, manufacture or commercialization of Licensed Products in the Territory; provided, however, neither party shall bring such declaratory judgment action without first consulting with the other party. (b) The party controlling the defense of an Infringement Claim or bringing a declaratory judgment action will have the sole and exclusive right to select counsel for such Infringement Claim or such declaratory judgment action. The party controlling the defense of an Infringement Claim or bringing a declaratory judgment Action will keep the other party informed, and will from time to time consult with the other party regarding the status of any such Action and will upon request provide the other party with copies of all documents filed in, and all written communications relating to, any suit brought in connection with such Action. The other party will also have the right to participate and be represented in any such Action, at its own expense.

Defense of Infringement Claim; Declaratory Judgment Actions. (a) As between Spectrum Bayer and Purchaser, Purchaser will have the sole and exclusive right, but not the obligation, to control the defense of any Infringement Claim brought against Purchaser or any of its Affiliates or sublicensees arising out of the development, manufacture or commercialization of Licensed Products in the Licensed Territory. As between Spectrum Bayer and Purchaser, Spectrum Bayer will have the sole and exclusive right, but not the obligation, to control the defense of any Infringement Claim brought against Spectrum Bayer or any of its Affiliates or sublicensees licensees (other than Purchaser) arising out of the development, manufacture or commercialization of Licensed Products in the Spectrum Territory. Neither party will settle any such Action in a manner that (i) admits that any Licensed Product infringes or misappropriates a third party’s Intellectual Property or (ii) agrees to any injunction or other equitable remedy binding the other party without obtaining the prior written consent of the other party, which consent will not be unreasonably withheld, conditioned withheld or delayed. In addition, if applicable prior to the initiation of an Infringement Claim, either party has the right, but not the obligation, to bring a declaratory judgment action relating to any third party Patent Right that such third party has alleged is infringed by the development, manufacture or commercialization of Licensed Products in the Territory; provided, however, neither party shall bring such declaratory judgment action without first consulting with the other party. (b) The party controlling the defense of an Infringement Claim or bringing a declaratory judgment action will have the sole and exclusive right to select counsel for such Infringement Claim or such declaratory judgment action. The party controlling the defense of an Infringement Claim or bringing a declaratory judgment Action will keep the other party informed, and will from time to time consult with the other party regarding the status of any such Action and will upon request provide the other party with copies of all documents filed in, and all written communications relating to, any suit brought in connection with such Action. The other party will also have the right to participate and be represented in any such Action, at its own expense.

Defense of Infringement Claim; Declaratory Judgment Actions. (a) As between Spectrum and Purchaser, Purchaser Genzyme will have the sole and exclusive first right, but not the obligation, to control the defense of any Infringement Claim brought against Purchaser either Party or any of its Affiliates or sublicensees arising out of the development, manufacture or commercialization of Licensed Products the Product in the Licensed Territory. As between Spectrum and Purchaser, Spectrum Isis will have the sole and exclusive second right, but not the obligation, obligation to control the defense of any an Infringement Claim brought against Spectrum or any of its Affiliates or sublicensees (other than Purchaser) arising out of the development, manufacture or commercialization of Licensed Products in the Spectrum Territory. Neither party will settle any event Genzyme fails to exercise its right to assume such Action in a manner that defense within thirty (i30) admits that any Licensed Product infringes or misappropriates a third party’s Intellectual Property or (ii) agrees to any injunction or other equitable remedy binding days following written notice from the other party without obtaining the prior written consent Party of the other party, which consent will not be unreasonably withheld, conditioned or delayedsuch Infringement Claim. In addition, if applicable prior to the initiation of an Infringement Claim, either party has Genzyme will have the exclusive right, but not the obligation, to bring a declaratory judgment action relating to any third party Patent Right that such third party a Third Party has alleged is infringed by the development, manufacture or commercialization of Licensed Products the Product in the Territory; provided. Genzyme will not settle any such claims or suits in a manner that admits the invalidity or unenforceability of any Isis Core Technology Patent or Isis Manufacturing and Analytical Patent or that agrees to any injunction or other equitable remedy binding Isis without obtaining the prior written consent of Isis. Similarly, however, neither party shall bring Isis will not settle any such claims or suits in a manner that admits the invalidity or unenforceability of any Product-Specific Patent or Licensed Product Patent or that agrees to any injunction or other equitable remedy binding Genzyme without obtaining the prior written consent of Genzyme. All litigation costs and expenses incurred in connection with such Infringement Claim or declaratory judgment action without first consulting action, and all damages, payments and other amounts awarded against, or payable by, either Party, including under any settlement with the other partysuch Third Party, will be included as Program Costs. (b) The party Party controlling the defense of an Infringement Claim or bringing a such declaratory judgment action will have the sole and exclusive right to select counsel for any Infringement Claim; provided, however, that it will consult with the other Party with respect to selection of counsel for such Infringement Claim or such declaratory judgment actiondefense. The party Party controlling the defense of an Infringement Claim or bringing a such declaratory judgment Action action will keep the other party Party informed, and will from time to time [**] = 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 Commission. consult with the other party regarding the status of any such Action claims and will upon request provide the other party with copies of all documents filed in, and all written communications relating to, any suit brought in connection with such Actionclaims. The other party Party will also have the right to participate and be represented in any such Actionclaim or related suit, at its own expense.

Defense of Infringement Claim; Declaratory Judgment Actions. (a) As between Spectrum Alcafleu and PurchaserGenzyme, Purchaser Genzyme will have the sole and exclusive right, but not the obligation, to control the defense of any Infringement Claim brought against Purchaser Genzyme or any of its Affiliates or sublicensees arising out of the development, manufacture or commercialization of Licensed Products in the Licensed Territory. As between Spectrum Alcafleu and PurchaserGenzyme, Spectrum Alcafleu will have the sole and exclusive right, but not the obligation, to control the defense of any Infringement Claim brought against Spectrum Alcafleu or any of its Affiliates or sublicensees licensees (other than PurchaserGenzyme) arising out of the development, manufacture or commercialization of Licensed Products in the Spectrum Territory. Neither party will settle any such Action in a manner that (i) admits that any Licensed Product infringes or misappropriates a third party’s Intellectual Property or (ii) agrees to any injunction or other equitable remedy binding the other party without obtaining the prior written consent of the other party, which consent will not be unreasonably withheld, conditioned withheld or delayed. In addition, if applicable prior to the initiation of an Infringement Claim, either party has [**] = 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 Commission. the right, but not the obligation, to bring a declaratory judgment action relating to any third party Patent Right that such third party has alleged is infringed by the development, manufacture or commercialization of Licensed Products in the Territory; provided, however, neither party shall bring such declaratory judgment action without first consulting with the other party. (b) The party controlling the defense of an Infringement Claim or bringing a declaratory judgment action will have the sole and exclusive right to select counsel for such Infringement Claim or such declaratory judgment action. The party controlling the defense of an Infringement Claim or bringing a declaratory judgment Action will keep the other party informed, and will from time to time consult with the other party regarding the status of any such Action and will upon request provide the other party with copies of all documents filed in, and all written communications relating to, any suit brought in connection with such Action. The other party will also have the right to participate and be represented in any such Action, at its own expense.

Defense of Infringement Claim; Declaratory Judgment Actions. (a) As between Spectrum Bayer and PurchaserGenzyme, Purchaser Genzyme will have the sole and exclusive right, but not the obligation, to control the defense of any Infringement Claim brought against Purchaser Genzyme or any of its Affiliates or sublicensees arising out of the development, manufacture or commercialization of Licensed Products in the Licensed Territory. As between Spectrum Bayer and PurchaserGenzyme, Spectrum Bayer will have the sole and exclusive right, but not the obligation, to control the defense of any Infringement Claim brought against Spectrum Bayer or any of its Affiliates or sublicensees licensees (other than PurchaserGenzyme) arising out of the development, manufacture or commercialization of Licensed Products in the Spectrum Territory. Neither party will settle any such Action in a manner that (i) admits that any Licensed Product infringes or misappropriates a third party’s Intellectual Property or (ii) agrees to any injunction or other equitable remedy binding the other party without obtaining the prior written consent of the other party, which consent will not be unreasonably withheld, conditioned withheld or delayed. In addition, if applicable prior to the initiation of an Infringement Claim, either party has the right, but not the obligation, to bring a declaratory judgment action relating to any third party Patent Right that such third party has alleged is infringed by the development, manufacture or commercialization of Licensed Products in the Territory; provided, however, neither party shall bring such declaratory judgment action without first consulting with the other party. (b) The party controlling the defense of an Infringement Claim or bringing a declaratory judgment action will have the sole and exclusive right to select counsel for such Infringement Claim or such declaratory judgment action. The party controlling the defense of an Infringement Claim or bringing a declaratory judgment Action will keep the other party informed, and will from time to time consult with the other party regarding the status of any such Action and will upon request provide the other party with copies of all documents filed in, and all written communications relating to, any suit brought in connection with such Action. The other party will also have the right to participate and be represented in any such Action, at its own expense.