Common use of Defense of Third Party Infringement Actions Clause in Contracts

Defense of Third Party Infringement Actions. If the manufacture, production, sale, or use of any ECL Product results in a claim, suit or proceeding brought by a third party (each, an “Action”) alleging patent infringement against Newco or BioVeris (or any of their respective Affiliates), such party shall promptly notify in writing the other party. The party subject to such Action (the “Controlling Party”) shall have the exclusive right and obligation to defend and control the defense of any such Action using counsel of its own choice; provided that the Controlling Party shall not enter into any settlement of such Action without the written consent of the other party, which consent may be withheld in the unfettered discretion of the other party if such settlement admits the invalidity or unenforceability of any patent rights of the other party, and otherwise may not be unreasonably withheld. The Controlling Party agrees to keep the other party reasonably informed of all material developments in connection with any Action.

Defense of Third Party Infringement Actions. If the manufacture, production, sale, or use of any ECL Product Licensed Service or Licensed Animal Service results in a claim, suit or proceeding brought by a third party Third Party (each, an “"Action”") alleging patent infringement against Newco ROCHE or BioVeris IGEN (or any of their respective Affiliates), such party Party shall promptly notify in writing the other partyParty. The party Party subject to such Action (the “"Controlling Party”") shall have the exclusive right and obligation to defend and control the defense of any such Action using counsel of its own choice; provided that the Controlling Party shall not enter into any settlement of such Action without the written consent of the other partyParty, which consent may be withheld in the unfettered discretion of the other party Party if such settlement admits the invalidity or unenforceability of any patent rights of the other partyParty, and otherwise may not be unreasonably withheld. The Controlling Party agrees to keep the other party Party reasonably informed of all material developments in connection with any Action.

Defense of Third Party Infringement Actions. If the manufacture, production, sale, or use of any ECL Licensed Product results in a claim, suit or proceeding brought by a third party Third Party (each, an “"Action”") alleging patent infringement against Newco ROCHE or BioVeris IGEN (or any of their respective Affiliates), such party Party shall promptly notify in writing the other partyParty. The party Party subject to such Action (the “"Controlling Party”") shall have the exclusive right and obligation to defend and control the defense of any such Action using counsel of its own choice; provided that the Controlling Party shall not enter into any settlement of such Action without the written consent of the other partyParty, which consent may be withheld in the unfettered discretion of the other party Party if such settlement admits the invalidity or unenforceability of any patent rights of the other partyParty, and otherwise may not be unreasonably withheld. The Controlling Party agrees to keep the other party Party reasonably informed of all material developments in connection with any Action.

Defense of Third Party Infringement Actions. If the manufacture, production, sale, or use of any ECL Licensed Product results in a claim, suit or proceeding brought by a third party (each, an “"Action”") alleging patent infringement against Newco ROCHE or BioVeris IGEN (or any of their respective Affiliates), such party Party shall promptly notify in writing the other partyParty. The party Party subject to such Action (the “"Controlling Party”") shall have the exclusive right and obligation to defend and control the defense of any such Action using counsel of its own choice; provided that the Controlling Party shall not enter into any settlement of such Action without the written consent of the other partyParty, which consent may be withheld in the unfettered discretion of the other party Party if such settlement admits the invalidity or unenforceability of any patent rights of the other partyParty, and otherwise may not be unreasonably withheld. The Controlling Party agrees to keep the other party Party reasonably informed of all material developments in connection with any Action.