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

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 During the Term, if any Licensed Product developed, manufactured or commercialized that is Commercialized by or under authority of GSK DexCom or its Affiliates or Sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent relating to the developmentmanufacture, manufacture use, sale, offer for sale or commercialization importation of such Product for applications in the Field in the GSK TerritoryProduct, the Party first having notice of the claim or assertion shall promptly notify the other Party in writingParty, and, without limiting GSK’s indemnification obligations under Section 10.2, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Unless Except as provided in Section 11.4, or by separate written agreement of the Parties otherwise agree in writingParties, each Party shall have the right to defend itself against a suit that names it as a defendant (the “Defending Party”). Neither Except as provided in Section 11.4, neither Party shall enter into any settlement of any claim described in this Section 8.3 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 any Licensed GDNF Product developed, manufactured or commercialized Exploited by or under the authority of GSK or its Affiliates or Sublicensees AMT becomes the subject of a Third Party’s claim or assertion of infringement of a Patent patent relating to the developmentmanufacture, manufacture use, sale, offer for sale or commercialization importation of such Product for applications in the Field in the GSK TerritoryGDNF Product, the Party first having notice of the claim or assertion shall promptly notify the other Party in writingParty, and, without limiting GSK’s indemnification obligations under Section 10.2, 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 (the “Defending Party”). Neither Party shall enter into any settlement of any claim described in this Section 8.3 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. If any Licensed Collaboration Product developedmanufactured, manufactured used, sold, offered for sale or commercialized imported by or under authority of GSK Galderma or its Affiliates or Sublicensees 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 developmentmanufacture, manufacture use, sale, offer for sale or commercialization of such Product for applications in the Field in the GSK Territoryimportation thereof, the Party first having notice of the claim or assertion shall promptly notify the other Party in writingParty, and, without limiting GSK’s indemnification obligations under Section 10.2, 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 (the “Defending Party”)defendant. Neither Party shall enter into any settlement of any claim described in this Section 8.3 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. 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 developmentDevelopment, manufacture Manufacture, or commercialization Commercialization of such Licensed Product for applications in the Field in the GSK Licensed Territory, the Party first having notice of the claim or assertion shall promptly notify the other Party in writingParty, and, without limiting GSK’s indemnification obligations under Section 10.2, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Unless the Parties otherwise agree in writingwriting (such agreement not to be unreasonably withheld, each Party shall have the right to defend itself against a suit that names it as a defendant conditioned or delayed by either Party), [***] (the “Defending Party”). Neither Party shall enter into any settlement of any claim described in this Section 8.3 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. If any Licensed Product developed, manufactured or commercialized by or under authority of GSK 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 development, manufacture or commercialization of such Licensed 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 GSKNorgine’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.