Infringement Actions by Third Parties. If a Party, or to its knowledge, any of its sublicensees or customers shall be sued by a Third party for infringement of a patent because of the development, manufacture, use or sale of Licensed Products, such Party shall promptly notify the other in writing of the institution of such suit. The Party sued shall control the defense of such suit at its own expense; provided, however, if the Party being sued is being indemnified for such claim by the other Party, then the indemnifying Party shall have the right to control the defense of the claim in accordance with Section 9. Each Party shall cooperate fully in the defense of such suit and shall furnish to the other Party all evidence and assistance in its control. The Party sued shall make a preliminary decision to defend or not defend its interests in such suit and shall so notify the other Party in writing of its decision within *** days of the institution of such a suit. If a Party after electing to defend a suit should at any time elect to drop such defense, said Party shall immediately notify the other Party in writing and permit such other Party to control the suit at such other Party's expense, in the name of the Party initiating the defense. If the Party sued notifies the other Party in writing per the above that it shall not defend or continue the defense of such a suit, then the other Party shall have the right, but not the obligation, to defend its interests in such a suit, and shall have the right to litigate, settle or otherwise dispose of such suit as it sees fit, provided, however, that TAP may not settle such suit in a manner that would materially impact or adversely affect the Santarus Patent Rights. Any judgments, settlements or damages payable with respect to legal proceedings covered by this Section 6.3 shall be paid by the Party which controls the litigation, subject to any claims against the other Party for breach of or indemnification under this Agreement or otherwise available at law or in equity.
Infringement Actions by Third Parties. (a) Each Party shall notify the other Party promptly in writing of any claim of, or action for, infringement of any Patents owned or licensed by Third Parties which is threatened, made or brought against either Party by reason of either Party's performance of its obligations under this Agreement or manufacture, use or sale of any Covered Products in the Territory in the Field.
Infringement Actions by Third Parties. In the event that the making, selling or using of a Licensed Product in the Licensed Field infringes the intellectual property rights of others, LICENSEE will have the first right to control any negotiation or litigation with respect thereto; however no settlement, consent judgment or other voluntary final disposition of the infringement allegation may be entered into without the written consent, which shall not be unreasonably withheld, of LICENSOR.
Infringement Actions by Third Parties. 23 ARTICLE 13 - CONFIDENTIALITY....................................................................... 23 ARTICLE 14 - PUBLICATION .......................................................................... 25 ARTICLE 15 - PATENTS .............................................................................. 25
Infringement Actions by Third Parties. Allos shall promptly notify Licensor in writing of any allegation by a Third Party that the activity of Allos or its Affiliates, Permitted Sublicensees or customers pursuant to this Agreement infringes or may infringe the patent rights of such Third Party, where the alleged infringing process, method or composition is claimed under a Valid Patent Claim. Allos shall have the right, in its sole discretion, to control the defense of such suit at its own expense, in which event Licensor shall have the right to be represented by advisory counsel of its own selection at its own expense, shall cooperate fully in the defense of such suit, and shall furnish to Allos all evidence and assistance in its control. Allos may not settle the suit or otherwise consent to an adverse judgment in such suit that diminishes the rights or interests of Licensor or imposes additional obligations on Licensor, without the express written consent of Licensor. Any judgments, settlements or damages payable with respect to legal proceedings covered by this article shall be paid by Allos.
Infringement Actions by Third Parties. (a) If TRIS, AYTU or their Affiliates, shall be sued or threatened with suit during the Term or with respect to actions during the Term by a Third Party for infringement of any patent of a Third Party or for misappropriation of any Third Party know-how, trade secret, proprietary, technical or confidential or the development, manufacture and commercialization of a Product (which for purposes of this Section 7 includes an AG Product) in the Territory (other than infringement or misappropriation of any copyright or trademark arising out of the marketing and/or sale of a Product in the Territory during the Term) (each, an “Infringement Action”), such Party shall promptly notify the other Party in writing (whether such action was brought against AYTU or TRIS). During the Term and thereafter with respect to events arising during the Term, TRIS shall have the right, but not the obligation, to undertake control of and manage and defend such Infringement Action, including, without limitation, selection of counsel, and settling such Infringement Action subject to AYTU’s consent as set forth below. AYTU shall, promptly upon TRIS’s request, provide reasonable assistance in conducting the litigation. TRIS shall have the right to settle the Infringement Action only with the consent of AYTU, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, AYTU shall not have the right to settle such action. *** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS EXHIBIT. CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE DESIGNATED BY [**]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Infringement Actions by Third Parties. Each Party shall promptly notify the other Party in the event that a Third Party at any time provides written notice to, or commences an action, suit or proceeding against such Party or such Party's Affiliates or sublicensees accusing infringement of patent rights or unauthorized use or misappropriation of its technology owned or controlled by such Third Party, based on an assertion or claim arising out of (i) Roche's, its Affiliate's or its sublicensees making, having made, using, offering for sale, selling or importing Roche Products in the Territory under deCODE Know-How or deCODE Patents, including, without limitation, the making, having made, or using of Candidate Genes or Validated Targets under deCODE Patents or deCODE Know-How by Roche, its Affiliates or its Collaborators to research and/or develop Roche Products; (ii) deCODE's, its Affiliate's or its sublicensees making, having made, using, offering for sale, selling or importing deCODE Products in the Territory under Roche Know-How or Roche Patents, including, without limitation, the making, having made, or using of Candidate Genes or Validated Targets under Roche Patents or Roche Know-How by deCODE, its Affiliates or its Collaborators to research and/or develop deCODE Products; (iii) either Party's fulfilling its obligations under any and all Research Programs under this Agreement. The accused Party shall defend, settle or compromise such action, suit or proceeding at its own discretion and at its own cost; provided, however, that at the accused Party's written request, the other Party shall offer reasonable assistance to the accused Party at no charge except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. Reasonable assistance shall include, without limitation, the execution of such legal papers as are reasonably necessary for the defense, settlement or compromise of such action, suit or proceeding. Each party shall have the right to be represented in any such action, suit or proceeding by counsel of its own choice at its own expense.
Infringement Actions by Third Parties. If any of Xxxxxx, XOMA Ireland or their respective Affiliates or sublicensees is sued by a Third Party for infringement of a Third Party's patent because of the manufacture, use or sale of a Product, the party which has been sued shall promptly notify the other party in writing of the institution of such suit. Xxxxxx shall have the right, in its sole discretion, to control the defense of such suit at its own expense, in which event XOMA Ireland shall have the right to be represented by advisory counsel of its own selection, at its own expense, and shall cooperate fully in the defense of such suit and furnish to the Xxxxxx entity controlling such legal proceedings all evidence in its control and commercially reasonable assistance. If Xxxxxx does not elect within thirty days after receipt of such notice to so control the defense of such suit, XOMA Ireland may undertake such control at its own expense, and Xxxxxx shall then have the right to be represented by advisory counsel of its own selection and at its own expense, and Xxxxxx shall cooperate fully in the defense of such suit and furnish to XOMA Ireland all evidence in its control and commercially reasonable assistance. If XOMA Ireland does not elect within sixty days after receipt of such notice to so control the defense of such suit, Xxxxxx shall be obligated to undertake such control at its own expense, and XOMA Ireland shall again have the right to be represented by advisory counsel of its own selection and at its own expense, and XOMA Ireland shall cooperate fully in the defense of such suit and furnish to Xxxxxx all evidence in its control and commercially reasonable assistance. Upon any termination of this Agreement, XOMA Ireland may undertake such control at its own expense, and Xxxxxx shall cooperate fully in the defense of such suit and furnish to XOMA Ireland all evidence in its control and commercially reasonable assistance. Each party shall, in good faith, consider the advice of the other party in connection with any such action. The party controlling the suit may not settle the suit or otherwise consent to an adverse judgment in such suit that diminishes the rights or interests of the non-controlling party without the express written consent of the non-controlling party (which consent shall not be unreasonably withheld or delayed). [*]
Infringement Actions by Third Parties. If OPTIMER, or any of its SUBLICENSEES or customers, shall be sued by a third party for infringement of a patent because of the development, manufacture, import, use or sale of the COMPOUND or the PRODUCT in the TERRITORY, OPTIMER shall promptly notify SHINYAKU in writing of the institution of such suit. In such occasion, SHINYAKU shall cooperate in the defense of such suit and furnish to OPTIMER available evidence and assistance in its control. OPTIMER agrees to keep SHINYAKU informed with respect to all material developments in such lawsuit and to reasonably consult with SHINYAKU regarding the defense and any settlement of such lawsuit. OPTIMER may deduct its out of pocket costs and expenses of such defense or settlement from amounts payable to SHINYAKU under Section 12.1(ii), up to [***]% of the amount payable each QUARTER, until all such out of pocket costs and expenses have been so deducted. ARTICLE 20
Infringement Actions by Third Parties. (a) If either party or any of its Affiliates, sublicensees or customers shall be sued (or suit threatened in writing) by a third party for infringement of a third party's patent in the Territory because of the use of Licensed Technology or sale of Products, such party shall promptly notify the other in writing of the institution of such suit or threat. (b) Before actual suit is brought, and after consulting with and considering in good faith the interests of Apollo, Athena may determine, in its sole discretion, to pay any amount it deems reasonable or necessary to make, use or sell a Product, to obtain a license to do so or to compromise or settle a claim of infringement. (c) If such threat or claim is not
