Common use of Defense of Third Party Infringement and Misappropriation Claims Clause in Contracts

Defense of Third Party Infringement and Misappropriation Claims. (a) If a Third Party asserts that a Patent Right or other right Controlled by it in the Territory is infringed or misappropriated by a Party’s activities under this Agreement or a Party becomes aware of a Patent Right or other right that might form the basis for such a claim, the Party first obtaining knowledge of such a claim or such potential claim shall immediately provide the other Party with notice thereof and the related facts in reasonable detail. The Parties shall discuss what commercially appropriate steps, if any, to take to avoid infringement or misappropriation of said Third Party Patent Right or other right controlled by such Third Party in the Territory. (b) If a Third Party asserts that a Patent Right or other right Controlled by it in the Territory is infringed or misappropriated by the Manufacture, use, or Commercialization of Licensed Product, SLP shall have the first right, but not the obligation, to resolve any such claim, whether by obtaining a license from such Third Party or by defending itself against such Third Party assertion. SLP shall be solely responsible for its defense of such action. SLP shall keep Sol- Gel reasonably informed regarding such assertion and such defense. Subject to Sol-Gel’s indemnification obligations under Section 12.01, SLP shall bear all costs incurred in connection with its defense of any such Third Party assertion.

Defense of Third Party Infringement and Misappropriation Claims. Subject to the terms of each In-License Agreement: (a) If a Third Party asserts that a Patent Right or other right Controlled controlled by it in the Territory is infringed or misappropriated by a Party’s activities under this Agreement or a Party becomes aware of a Patent Right or other right that might form the basis for such a claim, the Party first obtaining knowledge of such a claim or such potential claim shall immediately provide the other Party with notice thereof and the related facts in reasonable detail. The Parties shall discuss what commercially appropriate steps, if any, to take to avoid infringement or misappropriation of said Third Party Patent Right or other right controlled by such Third Party in the Territory. (b) If a Third Party asserts that a Patent Right or other right Controlled controlled by it in the Territory is infringed or misappropriated by the Manufacturea Party’s activities under this Agreement, use, or Commercialization of Licensed Product, SLP then such Party shall have the first right, but not the obligation, to resolve any defend against such claimassertion and, whether by obtaining a license from at such Third Party’s request and expense, the other Party or by will provide reasonable assistance in defending itself against such Third Party assertion. SLP shall be solely responsible for its defense of such action. SLP Such Party shall keep Sol- Gel the other Party reasonably informed regarding such assertion and such defense. Subject to Sol-Gel’s indemnification obligations under Section 12.01, SLP shall bear all costs incurred in connection with its defense of any such Third Party assertion.

Defense of Third Party Infringement and Misappropriation Claims. (a) If a Third Party asserts that a Patent Right or other intellectual property right Controlled by it in the Territory is infringed or misappropriated by a Party’s activities under this Agreement or if a Party becomes aware of a Patent Right or other intellectual property right that might form the basis for such a claim, then the Party first obtaining knowledge of such a claim or such potential claim shall immediately provide the other Party with notice thereof and the related facts in reasonable detail. The At Galderma’s request, the Parties shall discuss what commercially appropriate steps, if any, to take to avoid infringement or misappropriation of said Third Party Patent Right or other intellectual property right controlled by such Third Party in the Territory. (b) If Subject to Section 8.06 (Trademark Enforcement and Defense), if a Third Party asserts that a Patent Right or other intellectual property right Controlled by it in the Territory is infringed or misappropriated by the Manufacture, use, importation, offer for sale or Commercialization sale of Licensed ProductProduct in the Territory, SLP then Galderma shall have the first right, but not the obligation, to resolve any such claim, whether by obtaining a license from such Third Party or by defending itself against such Third Party assertion. SLP Galderma shall be solely responsible for its defense of such action. SLP Galderma shall keep Sol- Sol-Gel reasonably informed regarding such assertion and such defense. Subject to Sol-Gel’s indemnification obligations under Section 12.0112.01 (Indemnification by Sol-Gel), SLP Galderma shall bear all costs and expenses incurred in connection with its defense of any such Third Party assertion.

Defense of Third Party Infringement and Misappropriation Claims. Subject to the terms of each Epizyme In-License Agreement: (a) If a Third Party asserts that a Patent Right or other right Controlled controlled by it in the Territory is infringed or misappropriated by a Party’s activities under this Agreement or a Party becomes aware of a Patent Right or other right that might form the basis for such a claim, the Party first obtaining knowledge of such a claim or such potential claim shall immediately provide the other Party with notice thereof and ​ the related facts in reasonable detail. The Subject to Section 13.1, the Parties shall discuss what commercially appropriate steps, if any, to take to avoid infringement or misappropriation of said Third Party Patent Right or other right controlled by such Third Party in the Territory. (b) If a Third Party asserts that a Patent Right or other right Controlled controlled by it in the Territory is infringed or misappropriated by the Manufacturea Party’s activities under this Agreement, usethen, or Commercialization of Licensed Productsubject to Section 13.1, SLP such Party shall have the first right, but not the obligation, to resolve any defend against such claimassertion and, whether by obtaining a license from at such Third Party’s request and expense, the other Party or by will provide reasonable assistance in defending itself against such Third Party assertion. SLP shall be solely responsible for its defense of such action. SLP Such Party shall keep Sol- Gel the other Party reasonably informed regarding such assertion and such defense. Subject to Sol-Gel’s indemnification obligations under Section 12.01, SLP shall bear all costs incurred in connection with its defense of any such Third Party assertion.

Defense of Third Party Infringement and Misappropriation Claims. Subject to the terms of each In-License Agreement: (a) If a Third Party asserts that a Patent Right or other right Controlled by it in the Territory is infringed or misappropriated by a Party’s activities under this Agreement or a Party becomes aware of a Patent Right or other right that might form the basis for such a claim, the Party first obtaining knowledge of such a claim or such potential claim shall immediately provide the other Party with notice thereof and the related facts in reasonable detail. The Parties shall discuss what commercially appropriate steps, if any, to take to avoid infringement or misappropriation of said Third Party Patent Right or other right controlled by such Third Party in the Territory. (b) If a Third Party asserts that a Patent Right or other right Controlled by it in the Territory is infringed or misappropriated by the Manufacturea Party’s activities under this Agreement, use, or Commercialization of Licensed Product, SLP then such Party shall have the first right, but not the obligation, to resolve any defend against such claimassertion and, whether by obtaining a license from at such Third Party’s request and expense, the other Party or by will provide reasonable assistance in defending itself against such Third Party assertion. SLP shall be solely responsible for its defense of such action. SLP Such Party shall keep Sol- Gel the other Party reasonably informed regarding such assertion and such defense. Subject to Sol-Gel’s indemnification obligations under Section 12.01, SLP shall bear all costs incurred in connection with its defense of any such Third Party assertion.

Defense of Third Party Infringement and Misappropriation Claims. Subject to the terms of each Epizyme In-License Agreement: (a) If a Third Party asserts that a Patent Right or other right Controlled controlled by it in the Territory is infringed or misappropriated by a Party’s activities under this Agreement or a Party becomes aware of a Patent Right or other right that might form the basis for such a claim, the Party first obtaining knowledge of such a claim or such potential claim shall immediately provide the other Party with notice thereof and the related facts in reasonable detail. The Subject to Section 13.1, the Parties shall discuss what commercially appropriate steps, if any, to take to avoid infringement or misappropriation of said Third Party Patent Right or other right controlled by such Third Party in the Territory. (b) If a Third Party asserts that a Patent Right or other right Controlled controlled by it in the Territory is infringed or misappropriated by the Manufacturea Party’s activities under this Agreement, usethen, or Commercialization of Licensed Productsubject to Section 13.1, SLP such Party shall have the first right, but not the obligation, to resolve any defend against such claimassertion and, whether by obtaining a license from at such Third Party’s request and expense, the other Party or by will provide reasonable assistance in defending itself against such Third Party assertion. SLP shall be solely responsible for its defense of such action. SLP Such Party shall keep Sol- Gel the other Party reasonably informed regarding such assertion and such defense. Subject to Sol-Gel’s indemnification obligations under Section 12.01, SLP shall bear all costs incurred in connection with its defense of any such Third Party assertion.

Defense of Third Party Infringement and Misappropriation Claims. (a) If a Third Party asserts that a Patent Right or other intellectual property right Controlled controlled by it in the Territory is infringed or misappropriated by a Party’s activities under this Agreement or if a Party becomes aware of a Patent Right or other intellectual property right that might form the basis for such a claim, then the Party first obtaining knowledge of such a claim or such potential claim shall immediately provide the other Party with notice thereof and the related facts in reasonable detail. The At Galderma’s request, the Parties shall discuss what commercially appropriate steps, if any, to take to avoid infringement or misappropriation of said Third Party Patent Right or other intellectual property right controlled by such Third Party in the Territory. (b) If Subject to Section 8.06 (Trademark Enforcement and Defense), if a Third Party asserts that a Patent Right or other intellectual property right Controlled controlled by it in the Territory is infringed or misappropriated by the Manufacture, use, importation, offer for sale or Commercialization sale of Licensed ProductProduct in the Territory, SLP then Galderma shall have the first right, but not the obligation, to resolve any such claim, whether by obtaining a license from such Third Party or by defending itself against such Third Party assertion. SLP Galderma shall be solely responsible for its defense of such action. SLP Galderma shall keep Sol- Sol-Gel reasonably informed regarding such assertion and such defense. Subject to Sol-Gel’s indemnification obligations under Section 12.0112.01 (Indemnification by Sol-Gel), SLP Galderma shall bear all costs and expenses incurred in connection with its defense of any such Third Party assertion.