Defense of Third Party Sample Clauses

Defense of Third Party. (a) If a claim for indemnification pursuant to Section 8.2 hereof is to be made by a Parent Indemnified Person or Company Indemnified Person entitled to indemnification hereunder (an “Indemnified Person”), the Parent Indemnified Person or Company Indemnified Person claiming such indemnification will give written notice to the Stockholder Representative (in the case of a Parent Indemnified Person) or the Parent (in the case of a Company Indemnified Person) promptly after the Indemnified Person becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under Section 8.2 hereof (such written notice, a “Claim Notice”), and such Claim Notice shall specify in reasonable detail the individual items of Losses, the basis for the anticipated liability and the nature of the breach of representation, warranty, covenant or agreement giving rise to such Losses. The omission to give a Claim Notice to the Stockholder Representative or the Parent, as the case may be, will not relieve the party obligated to provide indemnification under this Article 8 (an “Indemnifying Person”) of any liability hereunder except, and to the extent that, he or it was prejudiced thereby. (b) In the case of a claim for indemnification made by a Parent Indemnified Person pursuant to Section 8.2(a)(i)(E) or Section 8.2(a)(ii)(D) (whether pursuant to a lawsuit, other legal action or otherwise, but not including any Tax Contests, a “Third Party Action”), by written notice by the Stockholder Representative to the Parent within thirty (30) calendar days after the Stockholder Representative’s receipt of a Claim Notice relating to such Third Party Action, the Stockholder Representative may, at its own cost and expense, elect to assume control of the defense, investigation, negotiation and settlement of such Third Party Action provided, however, that prior to assuming control of such Third Party Action, the Stockholder Representative shall agree that the Company Indemnified Persons shall be obligated to indemnify the Parent Indemnified Person and hold the Parent Indemnified Person harmless from and against any and all Losses caused by or arising out of any settlement of such Third Party Action or any judgment in connection with such Third Party Action when and only if it is finally determined that such Parent Indemnified Person is entitled to indemnification pursuant to Section 8.2(a) hereof. The Stockholder Representative shall pursue the defense...

Defense of Third Party. Infringement Claims) shall not be interpreted as placing on either Party a duty of inquiry regarding Third Party intellectual property rights.

Defense of Third Party. Patent Challenges in the Sanofi Territory. Subject to the terms of Section 10.4.3 (Cooperation; Procedures), Sanofi will have the first right, but not the obligation, to control the defense of any Third Party Patent Challenge relating to a Fulcrum Patent Right, Sanofi Patent Right or Collaboration Patent Right in the Sanofi Territory and to compromise, litigate, settle, or otherwise dispose of any such challenge, in each case at its own expense using counsel of its own choice; provided that Fulcrum will be entitled to attend any material and substantive meetings, hearings, or other proceedings related to such Third Party Patent Challenge (together with its own counsel, at its own expense) and to review and comment on all substantive documents related to such Third Party Patent Challenge. If Sanofi fails to initiate or continue the defense of such Third Party Patent Challenge of a Sanofi Prosecuted Patent Right solely or jointly owned by Fulcrum without a Strategic Business Rationale within [***] after the notice provided under Section 10.4 (Defense of Third Party Patent Challenges), or otherwise abandons or elects not to continue any such defense once initiated without a Strategic Business Rationale, then Fulcrum will have the second right, but not the obligation, to control the defense of such Third Party Patent Challenge at its own expense using counsel of its own choice.

Defense of Third Party. Claims in the Company's Field of Use. If any party ------------------------------------------------------------ is threatened or is named in an action alleging infringement of patent or other intellectual property right owned by a Third Party, which arises out of an activity under the Patent Rights in any field of use (the "Third Party Claim"), that party shall notify the other party in writing. The Company (or its Sublicensee) shall have the first right (itself or through others), under its own control and at its sole expense, to defend and settle any Third Party Claim in the Company's Field of Use. The Company shall keep the Licensors reasonably informed as to the defense and/or settlement of such action. The Licensor shall have the right to participate in any such action with counsel of its own choice at its own expense. The Company (or its Sublicensee) shall have the right to participate in any action with counsel of its own choice and at its own expense in any suit involving a Third Party Claim outside the Company's Field of Use.