Defense of Third Party Infringement Claims. During the Term, if any Product that is Commercialized by DexCom or its Affiliates becomes the subject of a Third Party’s claim or assertion of infringement of a Patent relating to the manufacture, use, sale, offer for sale or importation of such Product, the Party first having notice of the claim or assertion shall promptly notify the other Party, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Except as provided in Section 11.4, or by separate written agreement of the Parties, each Party shall have the right to defend itself against a suit that names it as a defendant (the “Defending Party”). Except as provided in Section 11.4, neither Party shall enter into any settlement of any claim described in this Section 9.4 that adversely affects the other Party’s rights or interests without such other Party’s written consent, which consent shall not be unreasonably conditioned, withheld or delayed. In any event, the other Party shall reasonably assist the Defending Party and cooperate in any such litigation at the Defending Party’s request and expense.
Defense of Third Party Infringement Claims. If the manufacture, ------------------------------------------ production, sale or use of any Collaboration Product pursuant to this Agreement results in a claim, suit or proceeding (collectively, "Actions") alleging patent ------- infringement against BioMarin or Genzyme (or their respective Affiliates), such Party shall promptly notify the other Party hereto in writing. The Party subject to such Action (for purposes of this Section 9.6, the "Controlling ----------- Party") shall have the exclusive right to defend and control the defense of any such Action using counsel of its own choice; provided, however, that if such Action is directed to the subject of the Patent Rights of the other Party (i.e., the BioMarin Patent Rights or the Genzyme Patent Rights), such other Party may participate in the defense and/or settlement thereof at its own expense with counsel of its choice. Except as agreed in writing by Genzyme and BioMarin, the Controlling Party shall not enter into any settlement relating to a Collaboration Product, if such settlement admits the invalidity or unenforceability of any Patent Rights within the BioMarin Patent Rights or the Genzyme Patent Rights, as applicable, of the other Party. The Controlling Party agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Action. Any cost, liability or expense (including amounts paid in settlement) incurred by the Controlling Party as a result of such Action shall be included in Commercialization Costs for the Collaboration Product(s) that are the subject of such Action (or, if the Action is brought prior to the first commercial sale of such Collaboration Product(s), such amounts shall be included in Development Costs incurred by the Controlling Party) and shall not be subject to the limitations of Sections 1.9, 4.2, 5.1.3, 6.1.2 or 6.4 above provided that the other Party consents to incurrence of such cost, liability or expense, with such consent not to be unreasonably withheld.
Defense of Third Party Infringement Claims. If any Licensed Product Manufactured, used or sold by Alcon or its Affiliates or Marketing Partners becomes the subject of a Third Party’s claim or assertion of infringement of a Patent relating to the manufacture, use, sale, offer for sale or importation of Licensed Product in the Field, the Party first having notice of the claim or assertion shall promptly notify the other Party, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Unless the Parties otherwise agree in writing, each Party shall have the right to defend itself against a suit that names it as a defendant. Neither Party shall enter into any settlement of any claim described in this Section 9.3 that adversely affects the other Party’s rights or interests without such other Party’s written consent, which consent shall not be unreasonably conditioned, withheld or delayed. In any event, the Parties shall reasonably assist one another and cooperate in any such litigation at the other Party’s request and expense.
Defense of Third Party Infringement Claims. 13 9.4 Enforcement........................................................................................13
Defense of Third Party Infringement Claims. If a Third Party brings a claim of infringement or misappropriation against a Party on account of the manufacture, use, offer for sale, sale or import of any Collaboration Compound, Companion Diagnostic, or Licensed Product, such Party shall be solely responsible for defending such Third Party claim, at its sole discretion and expense. At such Party’s request and expense, the other Party shall reasonably cooperate with such Party in connection with any such defense, including, if necessary, by being joined as a party.
Defense of Third Party Infringement Claims. 11.1 Nutrislice will defend, indemnify and hold You harmless against any claims asserting that the Software infringes any intellectual property right of a third party, and will pay any and all damages finally awarded by a court and actually paid by You, or agreed to in a final settlement by Xxxxxxxxxx and attributable to such claim. Nutrislice’s obligations under this provision are subject to Your not having compromised or settled such claim and You doing the following: (a) notifying Nutrislice of the claim in writing, as soon as You learn of it; (b) providing Nutrislice with all reasonable assistance and information to enable Nutrislice to perform Nutrislice’s duties under this Section; and (c) allowing Nutrislice sole control of the defense and all related settlement negotiations. Notwithstanding the foregoing, You may participate at Your expense in the defense of any such claim with Your own counsel, provided that Nutrislice retains sole control of the claim. You have the right to approve any settlement that affirmatively places on You an obligation that has a material adverse effect on You other than the obligations to cease using the affected Software or to pay sums indemnified under this Section. Such approval will not be unreasonably withheld.
11.2 In the unlikely event that the Software is found to infringe any intellectual property right of a third party, or if Nutrislice determines in Nutrislice’s sole opinion that the Software is likely to be found to infringe the same, then Nutrislice will either: (i) obtain for You the right to continue to use the Software; or (ii) modify the Software so as to make it non-infringing, or replace it with a non-infringing equivalent substantially comparable in functionality; or, if Nutrislice determines in its sole opinion that “(i)” and/or “(ii)” are not reasonable, Nutrislice may (iii) terminate Your rights and Nutrislice’s obligations under this Agreement with respect to such Software, and in such case shall refund to You the remaining, unused pre-paid fees for any Subscription or Services. Notwithstanding the above, Nutrislice will not be liable for any infringement claim to the extent that it is based upon: (1) modification of the Software other than by Nutrislice; (2) combination, use, or operation of the Software with products not specifically authorized by Nutrislice to be combined with the Software; (3) use of the Software other than in accordance with this Agreement; or (4) Your continued use of infring...
Defense of Third Party Infringement Claims. If the Product becomes the subject of a Third Party’s claim or assertion of infringement of a Patent relating to Development, Manufacture or Commercialization of the Product in the Field in the Territory (each, an “Infringement Claim”), the Party first having notice of the claim or assertion shall promptly notify the other Party, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Unless the Parties otherwise agree in writing, Piramal Imaging SA shall have the right to defend any Infringement Claim using Commercially Reasonable Efforts, and AC Immune shall reasonably assist Piramal Imaging SA and cooperate in any such litigation at Piramal Imaging SA’s request and expense. Piramal Imaging SA shall keep AC Immune reasonably informed with respect to the progress of any such litigation. Piramal Imaging SA shall not enter into any settlement of any claim described in this Section 9.6 that adversely affects AC Immune’s rights and interests without AC Immune’s written consent, which consent shall not be unreasonably conditioned, withheld or delayed.
Defense of Third Party Infringement Claims. Subject to the Parties’ respective indemnification rights and obligations pursuant to ARTICLE 11 (Indemnification, Insurance and Liability), if a Licensed Product becomes the subject of a Third Party’s claim or assertion of infringement of a Patent relating to Development, Manufacture or Commercialization of the Licensed Product in the Field in the Territory (each, an “Infringement Claim”), the Party first having notice of the claim or assertion shall promptly notify the other Party, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Unless the Parties otherwise agree in writing, Spark shall have the right to defend any Infringement Claim, and Selecta shall reasonably assist Spark and cooperate in any such litigation at Spark’s request and expense. Spark shall keep Selecta reasonably informed with respect to the progress of any such litigation.
Defense of Third Party Infringement Claims. If the production, sale or use of any Licensed Product developed pursuant to this Agreement results in a Claim, suit or proceeding alleging patent infringement against BN or Crucell (or their respective Affiliates or Sublicensees), such Party shall without undue delay Notify the other Party hereto in writing setting forth the facts of such Claim in reasonable detail. The Party subject to such Claim shall have the exclusive right to defend and control the defense of any such Claim, suit or proceeding, at its own expense, using counsel of its own choice, provided, however, it shall not enter into any settlement which admits or concedes that any aspect of the Patent Rights or Know-How of the other Party hereto is invalid or unenforceable without the prior written consent of such other Party. Such Party shall keep the other Party hereto reasonably informed of all material developments in connection with any such Claim, suit or proceeding.
Defense of Third Party Infringement Claims. Subject to the Parties' respective rights and obligations under Section 9.1, the following provisions shall apply to the conduct of the defense of Third Party Infringement Claims:
(i) Within thirty (30) days after delivery of the notification required to be delivered under Section 6.4(a), the Party against whom the claim is brought shall, upon written notice thereof to the other Party, select counsel reasonably satisfactory to the other Party and shall assume control of the defense of such action, suit, proceeding or claim; provided, however, that if a claim is brought against both Parties, Novartis shall assume control. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto.
(ii) The Party not controlling such defense may participate therein at its own expense.
(iii) The Party controlling the defense shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. Where failure to settle any action, suit, proceeding or claim is unreasonably interfering with the Development or Commercialization of Licensed Products, Parties shall refer the matter to the independent evaluation of a mediator. The Party controlling the defense shall not agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the other Party from all liability with respect thereto, or that imposes any liability or obligation on the other Party, without the prior written consent of the other Party.
