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

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. During the TermIf any Licensed Product developed, if any Product that is Commercialized manufactured or commercialized by DexCom 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 manufacturedevelopment, use, sale, offer for sale manufacture or importation commercialization of such ProductProduct for applications in the Field in the GSK Territory, the Party first having notice of the claim or assertion shall promptly notify the other PartyParty in writing, and 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. Except as provided Unless the Parties otherwise agree in Section 11.4, or by separate written agreement of the Partieswriting, 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 Neither Party shall enter into any settlement of any claim described in this Section 9.4 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. During the TermIf any Collaboration Product manufactured, if any Product that is Commercialized used, sold, offered for sale or imported by DexCom Galderma or its Affiliates or Marketing Partners in the Field in the Galderma Territory 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 Productthereof, 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 Unless the Parties otherwise agree in Section 11.4, or by separate written agreement of the Partieswriting, each Party shall have the right to defend itself against a suit that names it as a defendant (the “Defending Party”)defendant. Except as provided in Section 11.4, neither Neither Party shall enter into any settlement of any claim described in this Section 9.4 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 other Party Parties shall reasonably assist the Defending Party one another and cooperate in any such litigation at the Defending other Party’s request and expense.

Defense of Third Party Infringement Claims. During If the Termdevelopment, if manufacture, sale or use of any Product that is Commercialized by DexCom within the Field results in a claim, suit or proceeding (collectively, “Actions”) alleging patent infringement against either Party (or its respective Affiliates becomes the subject of a Third Party’s claim or assertion of infringement of a Patent relating to the manufactureSublicensees), 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 PartyParty hereto in writing. MG (if the Action is brought against Products made, sold or used outside the Territory) and Taiho (if the Parties shall promptly confer to consider Action is brought against Products made, sold or used within 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 Territory) shall have the exclusive right to defend itself against a suit that names it as a defendant and control the defense of any such Action using counsel of its own choice (the “Defending Controlling Party”). Except as provided in Section 11.4; provided, neither however, that the other Party shall be kept informed of all material developments in connection with any such Action. The Controlling Party shall not enter into any settlement relating to the Licensed Technology that admits the invalidity or unenforceability of any claim described in this Section 9.4 that adversely affects Licensed Patent within the Field without the other Party’s rights or interests without such other Party’s written consentapproval, which consent shall not be unreasonably conditioned, withheld or delayeddelayed unreasonably. In any eventAny cost, liability or expense (including amounts paid in settlement) (together, “Liabilities”) shall be borne by the other Controlling Party; provided that Taiho may treat its Liabilities as royalties paid to a third party under Article 11 in consideration for Third Party shall reasonably assist the Defending Party and cooperate in any such litigation at the Defending Party’s request and expenseIP under Section 11.2.

Defense of Third Party Infringement Claims. During If any GDNF Product Exploited by or under the Term, if any Product that is Commercialized by DexCom or its Affiliates authority of AMT becomes the subject of a Third Party’s claim or assertion of infringement of a Patent patent relating to the manufacture, use, sale, offer for sale or importation of such GDNF 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 Unless the Parties otherwise agree in Section 11.4, or by separate written agreement of the Partieswriting, 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 Neither Party shall enter into any settlement of any claim described in this Section 9.4 7.2 (Defense of Third Party Infringement Claims) that adversely affects admits to the invalidity or unenforceability of the Licensed Patent Rights, incurs any financial liability on the part of the other Party’s rights Party or interests requires an admission of liability, wrongdoing or fault on the part of the other Party 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. During the Term, if any If Licensed 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 manufactureDevelopment, useManufacture, sale, offer for sale or importation Commercialization of such ProductLicensed Product in the Field in the Licensed Territory, 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 Unless the Parties otherwise agree in Section 11.4writing (such agreement not to be unreasonably withheld, conditioned or delayed by separate written agreement of the Partieseither Party), 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 Neither Party shall enter into any settlement of any claim described in this Section 9.4 7.4 that adversely affects the other Party’s rights or interests hereunder without such other Party’s written consent, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed. In any event, the 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. During the Term, if 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 11.411.4.4, 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 11.411.4.4, neither Party shall enter into any settlement of any claim described in this Section 9.4 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 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. During the TermIf any Licensed Product developed, if any Product that is Commercialized manufactured or commercialized by DexCom or under authority of Norgine or its Affiliates or Sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent relating to the manufacturedevelopment, use, sale, offer for sale manufacture or importation commercialization of such ProductLicensed Product for applications in the Field in the Territory, the Party first having notice of the claim or assertion shall promptly notify the other PartyParty in writing, and and, without limiting Norgine’s indemnification obligations under Section 10.2, the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Except as provided Unless the Parties otherwise agree in Section 11.4, or by separate written agreement of the Partieswriting, 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 Neither Party shall enter into any settlement of any claim described in this Section 9.4 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.