Defense of Infringement Claims by Third Parties. (a) In the event of the institution or threatened institution of any suit by a Third Party against Licensee for infringement involving Commercialization, Licensee shall have the right to defend such suit at its own expense and shall be responsible for all damages (including lost profits) incurred as a result thereof. Coherus hereby agrees to assist and cooperate with Licensee, at Licensee’s reasonable request, and Licensee shall reimburse Coherus any reasonable, documented, out-of-pocket costs incurred in connection therewith. Licensee shall solely control the defense of such a claim and shall also have the right to control settlement of such claim; provided, however, that any such settlement shall not adversely affect Coherus’ rights or interests without Coherus’ prior written consent, which shall not be unreasonably withheld, delayed, or conditioned. Subject to such control, Coherus may join any defense and settlement pursuant to this Section 8.6 with its own counsel at its sole cost. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Defense of Infringement Claims by Third Parties. (a) In the event of the institution or threatened institution of any suit by a Third Party against Licensee for infringement involving the Development, Manufacture (only if Licensee has exercised the Manufacturing Option), or Commercialization of the Product in the Territory, Licensee shall have the right to defend such suit at its own expense and shall be responsible for all damages incurred as a result thereof. BioGenerics hereby agrees to assist and cooperate with Licensee, at Licensee’s reasonable request, and Licensee shall reimburse BioGenerics any reasonable, documented, out-of-pocket costs incurred in connection therewith. Licensee shall solely control the defense of such a claim and shall also have the right to control settlement of such claim; provided, however, that any such settlement shall not adversely affect BioGenerics’ rights or interests without BioGenerics’ prior written consent, which shall not be unreasonably withheld, delayed, or conditioned. Subject to such control, BioGenerics may join any defense and settlement pursuant to this Section 8.6 with its own counsel at its sole cost.
Defense of Infringement Claims by Third Parties. Except to the extent [**Redacted**], if a Third Party files or threatens to file an infringement claim against either Party or both Parties related to the Licensed Compound or a Licensed Product(s) in the Territory, [**Redacted**] shall have the right but no obligation to lead the defense of any such claim, at its sole expense, and with legal counsel of its choice except to the extent that such claim [**Redacted**], in which case [**Redacted**] shall lead the defense of such claim. Should [**Redacted**] decide not to actively defend or fail to defend any such claim, suit, or proceeding by a Third Party relating to any Licensed Compound or Licensed Product in the Territory within [**Redacted**] calendar days of notice of such claim, suit, or proceeding, then [**Redacted**] will be entitled to take over, at its option, the defense of such proceedings. If the leading Party finds that the other Party’s assistance is necessary or desirable to any such suit, such other Party may cooperate in such defense at the leading Party’s sole cost and expense. Each Party shall reasonably cooperate with the Party conducting the defense of the claim. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding, and the Parties shall reasonably cooperate in conducting the defense of any such claim. Neither Party shall enter into any settlement in a manner that imposes any out-of-pocket costs or liability on, or involves any admission by, the other Party without such other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed.
Defense of Infringement Claims by Third Parties. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Defense of Infringement Claims by Third Parties. If any Third Party asserts a claim, demand, action, suit or proceeding against a Party (or any of its Affiliates), alleging that any Product (other than with respect to the use or practice of the Manufacturing Technology) or the use or practice of the Novartis Technology infringes, misappropriates or violates the intellectual property rights of any Person (any such claim, demand, action, suit or proceeding being referred to as an “Infringement Claim”), the Party first having notice of the Infringement Confidential Treatment Requested by Xxxx Therapeutics, Inc. Pursuant to 17 C.F.R. § 200.83 Claim shall promptly notify the other Party thereof in writing specifying the facts, to the extent known, in reasonable detail and the following shall apply:
Defense of Infringement Claims by Third Parties. If the research, development, manufacture, use, sale or commercialization of Products pursuant to this Agreement results in a claim, action, suit, or proceeding that such activity infringes or misappropriates the Patents or other intellectual property rights of a Third Party (an “Infringement Claim”), the Party to this Agreement first having notice of such shall promptly notify the other Party in writing. The notice shall set forth the facts of the Infringement Claim in reasonable detail.
Defense of Infringement Claims by Third Parties. 6.2.1. In the event of the institution or threatened institution of any suit by a Third Party against Odonate for infringement involving the manufacture, use, offer for sale, sale, importation or exportation of API or Product in the Territory, Odonate shall have the right to defend such suit at its own expense and shall be responsible for all damages incurred as a result Table of Contents Pursuant to 17 CFR 230.406, confidential information has been omitted in places marked “* * *” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Request with the Commission. thereof, subject to Odonate’s rights under Section 9.1. Daiichi Sankyo hereby agrees to assist and cooperate with Odonate, at Odonate’s reasonable request. Odonate shall reimburse Daiichi Sankyo for all reasonable expenses incurred in assisting in the defense of such suit.
Defense of Infringement Claims by Third Parties. If any Third Party asserts a claim, demand, action, suit or proceeding against a Party (or any of its Affiliates), alleging that any Product (other than with respect to the use or practice of the Manufacturing Technology) or the use or practice of the Novartis Technology infringes, misappropriates or violates the intellectual property rights of any Person (any such claim, demand, action, suit or proceeding being referred to as an “Infringement Claim”), the Party first having notice of the Infringement Claim shall promptly notify the other Party thereof in writing specifying the facts, to the extent known, in reasonable detail and the following shall apply:
Defense of Infringement Claims by Third Parties. 6.2.1 In the event of the institution or threatened institution of any suit by a Third Party against Genta for infringement involving the manufacture, use, offer for sale, sale, importation or exportation of API or Product in the Territory, Genta shall have the right to defend such suit at its own expense and shall be responsible for all damages incurred as a result thereof; subject to Genta’s rights under Section 9.1, Daiichi Sankyo hereby agrees to assist and cooperate with Genta, at Genta’s reasonable request.
Defense of Infringement Claims by Third Parties. 10.1 Licensor, at its own expense and subject to the terms and conditions of this Section 10, will defend any and all Claims brought against Licensee by third parties that use by Licensee of the Licensed Products in accordance with the terms of this Agreement constitutes infringement, misuse or misappropriation of any Intellectual Property Right under the laws of the United States or any of its states (excluding any Claims asserted by holders of patents unrelated to Licensor or Xxxxxxxx that the use of the Licensed Products by Licensee infringes their patent rights).
