Infringement Action by Third Parties. (a) In the event of the institution or threatened institution of any suit by a Third Party against Licensee for patent infringement involving the sale, distribution or marketing of the Product in the Territory where such infringement claim is a result of the use of the Licensed Technology, Licensee shall promptly notify Medistem in writing of such suit. Unless otherwise covered by Section 9.3, Licensee shall have the right to defend such suit at its own expense and shall be responsible for all damages incurred as a result thereof. Medistem hereby agrees to assist and cooperate with Licensee, at Licensee’s reasonable request and expense, in the defense of such suit (including, without limitation, consenting to being named as a nominal party thereto). During the pendency of such action and thereafter, Licensee shall continue to make all payments due under this Agreement.
Infringement Action by Third Parties. 6.5 Marketing Exclusivity/Patent Term Extensions
Infringement Action by Third Parties. (a) In the event of the institution of any suit by a third party against ACORDA for patent infringement involving the manufacture, sale, offer for sale, distribution or marketing of any Product in the Territory, ACORDA shall have the right to defend such suit at its own expense, and MAYO hereby agrees to assist and cooperate with ACORDA, at ACORDA’s expense, to the extent necessary in the defense of such suit. During the pendency of any such action, ACORDA shall continue to make all payments due under this Agreement, provided however, that ACORDA shall be entitled to a credit against such payments of an amount equal to one-half of the reasonable costs actually incurred in such action.
Infringement Action by Third Parties. (a) In the event of the institution of any claim or suit by a Third Party against BND for patent infringement involving the manufacture, use, lease or sale of any Licensed Product in the Territory, BND shall promptly notify BDSI in writing of such claim or suit. BND shall have the right to defend such claim or suit at its own expense, and BDSI hereby agrees to assist and cooperate with BND, at BDSI's own expense, to the extent necessary in the defense of such claim or suit. During the pendency of such claim or suit, BND shall continue to make all payments due under this Agreement, but shall have a credit against Running Royalties otherwise payable hereunder for the full amount of all costs and expenses incurred by BND in defending against such claim or suit; provided, however, that in applying the credit against any Running Royalty payment, the amount of such payment shall not be reduced by more than 50% and any remaining credit shall be applied against subsequent Running Royalty payments .
Infringement Action by Third Parties. (a) In the event of the institution of any suit by a third party against Kos for patent infringement involving the manufacture, use, sale, distribution or marketing of any Licensed Product, provided the basis of such suit is the practice by Kos of a Licensed Patent or Technology licensed hereunder, Kos shall promptly notify Fuisz in writing of such suit. Kos shall have the right to defend such suit at its own expense, and Fuisz shall assist and cooperate with Kos, at Kos's expense, to the extent necessary in the defense of such suit. During the pendency of such action, Kos shall continue to make all payments due under this Agreement.
Infringement Action by Third Parties. As soon as it shall have knowledge thereof, each Party shall promptly advise the other Party of any infringement action instituted by a Third Party with respect to any Product or of any grounds for any such action, regardless of whether such action has been instituted. In the event of the institution of any suit by a Third Party against SGI for patent infringement involving the manufacture, sale, distribution or marketing of any Product in the Territory, SGI shall have the right to defend such suit at its own expense, and BMS hereby agrees to assist and cooperate with SGI, at its own expense, to the extent necessary in the defense of such suit; provided, however, that with respect to any suit involving Patents licensed to BMS under the BMS In-Licenses, BMS shall have the right, at its sole discretion, to participate therein at its own expense. For so long as BMS shall continue to participate materially in any such action, SGI shall not enter into any settlement arrangement or other amicable arrangement without the prior written consent of BMS. During the pendency of such action, SGI shall continue to make all payments due under this Agreement. If, as a result of any judgment, award, decree or settlement resulting from an action instituted by a Third Party, SGI is required to pay damages and/or a royalty to such Third Party, SGI shall be solely responsible for the payment of such damages and/or such royalties for such Products to such Third Party and shall continue to pay royalties pursuant to this Agreement in the country which is the subject of such action. All royalties paid by SGI pursuant to this Section 10.2 shall be deemed to constitute Third Party Royalties for purposes of Section 5.3.
Infringement Action by Third Parties. (a) In the event of the institution or threatened institution of any suit by a Third Party against R-Pharm for patent infringement involving the research, development, usage, making, sale, distribution, export within the Territory and/or import or marketing of the Product in the Field in the Territory, R-Pharm shall promptly notify Scynexis in writing of [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. such suit. [*] shall have the right to defend such suit at its own expense and shall be responsible for all damages incurred as a result thereof. [*] hereby agrees to assist and cooperate with [*], at [*] reasonable request and expense, in the defense of such suit (including, without limitation, consenting to being named as a nominal party thereto). During the pendency of such action, R-Pharm shall continue to make all payments due under this Agreement.
Infringement Action by Third Parties. In the event of the institution or threatened institution of any suit by a Third Party against either Party for patent infringement involving the use, manufacture, sale, offer for sale, distribution or marketing of the Licensed Product or infringement of the Trademark, the Party being sued shall promptly notify the other Party in writing of such suit.
Infringement Action by Third Parties. In the event that either Party becomes aware of any actual or potential infringement of any BII Patent Rights by a third party who is making, using, selling, offering for sale or importing an infringing product in the Inspire Territory, that Party would promptly notify the other Party in writing thereof. BII shall within ninety (90) days inform Inspire whether BII will take any legal action against the infringer. If BII informs Inspire that it will not take any legal action, Inspire would have the backup right in the Inspire Territory (but not the obligation) to enforce the BII Patents against any such third party infringer. The Parties will fully cooperate with and reasonably assist each other in such proceedings. Any recovery from such proceedings in the Inspire Territory will be applied first to cover the costs incurred in such proceeding, and any remaining recovery will be treated as Net Sales to Inspire and subject to royalties in accordance with the royalty obligations contained in this Agreement. The provisions under this Clause 10.7 shall also apply also vice versa in the event that a third party infringes any Inspire Patent Rights in any country of the BII Territory.
Infringement Action by Third Parties. In the event of the institution or threatened institution of any suit by a Third Party against Kissei for patent infringement involving the sale, distribution or marketing of any Product in the Territory where such infringement claim is a result of the use of the Licensed Technology, Kissei shall promptly notify Inspire in writing of such suit. Unless otherwise covered by Section 11.2(c), Kissei shall have the right to defend such suit at its own expense, and Inspire hereby agrees to assist and cooperate with Kissei, at Inspire's own expense, to the extent necessary in the defense of such suit. During the pendency of such action and thereafter, Kissei shall continue to make all payments due under this Agreement; provided, however, that Kissei shall be entitled to a credit against royalties otherwise owing on such Product in an amount equal to [CONFIDENTIAL TREATMENT REQUESTED] of the royalties or other damages due to such Third Party in any calendar quarter, except that in no event shall any such credit reduce the royalty rate to less than [CONFIDENTIAL TREATMENT REQUESTED]. Further, if Kissei finally prevails and receives an award from such Third Party as a result of such action (whether by way of judgment, award, decree, settlement or otherwise), such award shall be allocated in the manner provided in Section 9.3(b).
