Defense of Patents. (a) Subject to the oversight of the JPC, if any Party receives notice by counterclaim, declaratory judgment action or otherwise, alleging the invalidity or unenforceability of any Company Patent or Joint Patent, it shall bring such fact to the attention of the other Party, including all relevant information related to such claim. Where such allegation is made in an opposition, reexamination, interference or other patent office proceeding, the provisions of Section 10.3 shall apply. Where such allegation is made in a counterclaim to a suit or other action brought under Section 10.4, the provisions of Section 10.4 shall apply. Where such allegation is made in a declaratory judgment or other court action, (i) the Party who prosecuted such Company Patent or Joint Patent pursuant to Section 10.3 shall have the first right to defend such action at its own expense, provided that if a Party pursuant to Section 10.4 elects to bring an infringement counterclaim, the provisions of Section 10.4 shall thereafter apply; and (ii) Licensee shall have the sole right, but no obligation, to defend such Licensee Patent. If the Party with the first right to defend a Company Patent or Joint Patent elects not to defend such action, it shall so notify the other Party in writing, and the other Party shall have the right to defend such action, at the other Party’s expense. For any such action involving a Company Patent or Joint Patent, the non-defending Party shall provide to the defending Party all reasonable assistance in such defense, at the defending Party’s request and expense; and the defending Party shall keep the other Party regularly informed of the status and progress of such efforts, and shall reasonably consider the other Party’s comments on any such efforts.
(b) Without the prior written consent of the other Party, neither Party shall enter into any settlement of any claim, suit or action that it defended under this Section 10.5 that admits the invalidity or unenforceability of any Company Patent or Joint Patent, requires abandonment or limits the scope of any Company Patent or Joint Patent or would limit or restrict the ability of either Party to sell Licensed Products anywhere in the Territory.
Defense of Patents. If a Third Party brings a claim of invalidity, unenforceability or non-infringement of a given Patent within the Constellation Licensed IP, the Constellation Other IP or the Research Collaboration IP (e.g., a declaratory judgment action or a nullity proceeding), the Party that has final decision making authority (and is responsible for the out-of-pocket costs for the Prosecution and Maintenance of such Patent) at the time such claim is brought (in accordance with Section 7.3), shall be solely responsible for defending such Third Party claim, at its sole discretion and expense.
Defense of Patents. The Subcontractor shall defend all suits or claims for infringement by it of any patent rights that may be brought against Contractor, Owner and/or the Project architect arising out of the Work, and shall hold Contractor, Owner and the Project architect harmless from loss on account thereof, except that subcontractor shall not be responsible for such loss when a particular process or product of a particular manufacturer or manufacturers is specified.
Defense of Patents. 6.1 UTC shall have the sole discretion to decide whether to assert or defend the Licensed Patents. Any assertion or defense of the Licensed Patents shall be at UTC’s sole expense and under UTC’s sole control. If UTC asserts or defends any Licensed Patents for any reason, UTC shall be entitled to retain all damages, attorney fees, and other costs awarded in its favor as a result of such assertion or defense.
Defense of Patents. (a) Prior to Licensee’s exercise of the Option, if a Third Party brings a claim of invalidity, unenforceability or non-infringement of a given Patent within the Research Program IP and/or Licensed IP, as applicable, Kineta shall be solely responsible for defending such Third Party claim, at its sole discretion and expense. At Kineta’s request and expense, Licensee shall reasonably cooperate with Kineta in connection with any such defense, including, if necessary, by being joined as a party. (b) Following Licensee’s exercise of the Option, if a Third Party brings a claim of invalidity, unenforceability or non-infringement of a given Patent within the Research Program IP and/or Licensed IP, as applicable, Licensee shall be solely responsible for defending such Third Party claim, at its sole discretion and expense. At Licensee’s request and expense, Kxxxxx shall reasonably cooperate with Licensee in connection with any such defense, including, if necessary, by being joined as a party. (c) Notwithstanding the foregoing, Section 8.7.2(a) shall govern the rights and obligations of the Parties with respect to a counterclaim relating to Licensed IP.
Defense of Patents. (a) In the event that either Hospira or Durect becomes aware of any action initiated by a Third Party (or any counterclaim or defense asserted in any other action) in the Territory alleging non-infringement, invalidity or unenforceability of any Product Patent Rights and/or SABERTM Patent Rights, such Party will promptly notify the other Party of all the relevant facts and circumstances known by it in connection with such action. Hospira and Durect shall thereafter consult and cooperate fully to determine a course of action.
(b) Durect shall have the first right, but not the duty, to defend and control any action initiated by a Third Party (or any counterclaim or defense asserted in any other action) in the Territory alleging invalidity or unenforceability of any Product Patent Rights. If Durect fails to defend any such action initiated by a Third Party (or any counterclaim or defense asserted in any other action) within [* * *] days of notice from such Third Party (or such shorter time period that would permit Hospira a reasonable opportunity to respond in a timely manner), Hospira shall thereafter have the right, but not the duty, to defend and control any such invalidity action, counterclaim or defense in the Territory.
(c) Durect shall have the first right, but not the duty, to defend and control any action initiated by a Third Party (or any counterclaim or defense asserted in any other action) in the Territory alleging invalidity or unenforceability of the SABERTM Patent Rights. If Durect fails to defend any such action initiated by a Third Party (or any counterclaim or defense asserted in any other action) within [* * *] days of notice from such Third Party (or such shorter time period that would permit Hospira a reasonable opportunity to respond in a timely manner), then Hospira shall have the right, but not the duty, to defend and control any such invalidity action, counterclaim or defense in the Territory; provided, however, that Hospira’s right to undertake the defense of such action relating to the SABERTM Patent Rights shall be subject to the prior written consent of Durect, not to be unreasonably withheld. Confidential treatment has been sought for portions of this Agreement. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
(d) Except as provided below, the Cost...
Defense of Patents. If either Party receives notice by counterclaim, or otherwise, alleging the invalidity or unenforceability of any Arvinas Patent, Pfizer Collaboration Patent or Joint Collaboration Patent, it shall promptly bring such fact to the attention of the other Party, including all relevant information related to such claim. The Parties, through the IPOC and JSC, shall discuss such claim. Where such allegation is made in an opposition, reexamination, interference, post-grant proceeding (e.g., inter partes review or post-grant review) or other patent office proceeding, the provisions of Section 9.3 shall apply. Where such allegation is made in a counterclaim to a suit or other action brought under Section 9.4, the provisions of Section 9.4 shall apply. Each Party shall provide to the Party defending any such rights under this Section 9.5 all reasonable assistance in such enforcement. The defending Party shall keep the other Party regularly informed of the status and progress of such efforts and shall reasonably consider the other Party’s comments on any such efforts.
Defense of Patents. 5.4.1. As between the Parties, Bio Palette shall have the sole right to defend against any suits or actions initiated by a Third Party challenging any Bio Palette Patents; [**]. Bio Palette shall provide Beam with an opportunity to review and comment on any filings or communications with respect to such suit or action with respect to such Bio Palette Patent, and to participate in any proceedings with respect thereto through counsel of Beam’s choosing, at Beam’s sole expense. Bio Palette shall not settle any such suit or action with respect to such Bio Palette Patent without Beam’s prior written consent, not to be unreasonably withheld, conditioned or delayed.
5.4.2. As between the Parties, Beam shall have the sole right to defend against any suits or actions initiated by a Third Party challenging any Beam Patents.
Defense of Patents. Subject to the terms and conditions of this Agreement, the Prosecuting Party shall have the first right, but not the obligation, to defend and control the defense of the validity, patentability and enforceability of the Patents being Prosecuted by such Prosecuting Party under this Section 9.12
Defense of Patents. In the event of the institution of any suit, opposition, revocation, nullity or interference proceeding by a Third Party against HGS or GSK related to the Patent Rights or Product Trademarks, the Party being sued shall promptly notify the other Party in writing within fifteen (15) business days. The Parties shall work together and cooperate with each other to determine strategies for defending , settling, and/or responding to, such suit, and the Parties shall choose counsel acceptable to both Parties. Neither Party may enter into any settlement without the prior consent of the other Party. Such consent shall not be unreasonably [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. withheld. The Party being sued may seek partial indemnification from the other Party pursuant to Section 14.3.