Defense of Third Party Infringement Claims. If any Licensed Product developed, manufactured or commercialized by or under authority of GSK or its Affiliates or Sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent relating to the development, manufacture or commercialization of such Product for applications in the Field in the GSK Territory, the Party first having notice of the claim or assertion shall promptly notify the other Party in writing, and, without limiting GSK’s indemnification obligations under Section 10.2, 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 (the “Defending Party”). Neither Party shall enter into any settlement of any claim described in this Section 8.3 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 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. 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. 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. If the development, manufacture, sale, offer for sale, importation, exportation or use of the Drug Product or the Device results in a claim alleging patent infringement against either Party (or its respective Affiliates or permitted Sublicensees), such Party shall promptly notify the other Party hereto in writing. Subject to Sections 3.5, 13.1 and 13.2, (i) Transave shall have the exclusive right to defend and control the defense of any infringement claim pertaining to primarily the Drug Product, and (ii) PARI shall have the exclusive right to defend and control the defense of any infringement claim pertaining to primarily the Devices and/or any component of the foregoing, each Party using counsel of its own choice as applicable; provided, however, that the other Party shall be kept informed of all material developments in connection with any such claim.
Defense of Third Party Infringement Claims. If the manufacture, preparation, sale or use of any Product pursuant to this Agreement results in a claim, suit or proceeding (collectively, "Actions") alleging patent infringement of a third party patent against Focal, Ciba or Chiron (or their respective Affiliates or Subdistributors), such party shall promptly notify the other parties hereto in writing. Except as otherwise provided in Article 15, the party subject to such Action shall have the exclusive right to defend and control the defense of any such Action using counsel of its own choice, at such party's own expense; provided, however, that the other parties may participate in the defense and/or settlement thereof at its own expense with counsel of its choice. The party defending the Action shall have the right, but not the obligation, to defend the Action in the name of itself and the other parties as may reasonably be required by law. The party subject to the Action agrees to keep the other parties hereto reasonably informed of all material developments in connection with any such Action, and shall not compromise or settle such Action in a manner which would adversely impact the other party or parties hereto without the prior written consent of such party, which consent shall not be unreasonably withheld.
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:
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.
