Common use of Infringement Action by Third Parties Clause in Contracts

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. 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. (a) In the event of the institution of any suit by a Third Party against SGI BMS for patent infringement involving the manufacture, sale, distribution or marketing of any Product Licensed Products in the TerritoryTerritory and such infringement claim is a result of the use of the PROGENICS Technical Information, SGI BMS shall have the right to promptly notify PROGENICS in writing of such suit. PROGENICS may defend such suit action at PROGENICS's sole expense on behalf of BMS with attorneys of its own expenseselection, and BMS hereby agrees to assist and cooperate with SGIPROGENICS, at its own expense, to the extent necessary in the defense of such suit; provided. In such event (i.e., howeverwhere PROGENICS has elected to defend in accordance with the preceding sentence), that with respect PROGENICS shall bear the full costs and expenses of such defense (including fees of attorneys and other professionals) and, in any event, whether or not PROGENICS has elected to defend such action, PROGENICS shall assume full responsibility for the payment of any award for damages, or any amount due pursuant to any suit involving Patents licensed settlement entered into by PROGENICS with such Third Party, which PROGENICS shall have the right to do in its sole discretion. In addition, BMS shall be entitled to retain its own counsel in such proceedings, at BMS's sole expense. During the pendency of such action, BMS shall continue to make all payments due under the BMS In-Licensesthis Agreement. (b) If PROGENICS does not commence a defense of such action with 90 days after receiving notice thereof, BMS shall have the right, at its sole discretion, right to participate therein defend such suit at its own expense, and PROGENICS hereby agrees to assist and cooperate with BMS, at its own expense, to the extent necessary in the defense of such suit. For so long as In such event, 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 BMSPROGENICS. During the pendency of such action, SGI BMS shall continue to make all payments due under this Agreement. If, . (c) If as a result of any judgment, award, decree or settlement resulting from an action instituted by a Third Party, SGI BMS 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 BMS shall continue to pay the royalties pursuant to this Agreement for such Licensed Product 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, [XXX].

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 NeoTherapeutics for patent infringement involving the manufacture, sale, distribution or marketing of any Product in the Territory, SGI NeoTherapeutics shall have the right to defend such suit at its own expense, and BMS hereby agrees to assist and cooperate with SGINeoTherapeutics, 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 provide such actionassistance and cooperation at its expense, SGI NeoTherapeutics 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 NeoTherapeutics 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 NeoTherapeutics is required to pay damages and/or a royalty to such Third Party, SGI NeoTherapeutics 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 Any payment made to a Third Party pursuant to this Section 10.2 shall not be deemed to constitute be Third Party Royalties for purposes of Section 5.3Royalties.