Common use of INFRINGEMENT AND OTHER ACTIONS Clause in Contracts

INFRINGEMENT AND OTHER ACTIONS. 9.1 The Company and IGI shall promptly provide written notice, to the other party, of any alleged infringement by a third party of the PTH Patent Rights and provide such other Party with any available evidence of such infringement. 9.2 During the term of this Agreement, the Company shall have the right, but not the obligation, to prosecute and/or defend, at its own expense and utilizing counsel of its choice, any infringement of, and/or challenge to, the PTH Patent Rights. In furtherance of such right, IGI hereby agree that the Company may join IGI as a party in any such suit, without expense to IGI. No settlement, consent judgment or other voluntary final disposition of any such suit which would adversely affect the rights of IGI may be entered into without the consent of IGI, which consent shall not be unreasonably withheld. The Company shall indemnify and hold IGI harmless against any costs, expenses or liability that may be found or assessed against IGI in any such suit other than resulting from IGI' negligence or willful misconduct. 9.3 In the event that a claim or suit is asserted or brought against the Company alleging that the manufacture or sale of any Licensed Product by the Company, an Affiliate of the Company, or any sublicensee, or the use of such Licensed Product by any customer of any of the foregoing, infringes proprietary rights of a third party, the Company shall give written notice thereof to IGI. The Company may, in its sole discretion, modify such Licensed Product to avoid such infringement and/or may settle on terms that it deems advisable in its sole discretion, subject to paragraph 9.2. Otherwise, the Company shall have the right, but not the obligation, to defend any such claim or suit. In the event the Company elects not to defend such suit, IGI shall have the right, but not the obligation to do so at its sole expense. 9.4 Any recovery of damages by the Company, in any such suit, shall be applied first in satisfaction of any unreimbursed expenses and legal fees of the Company relating to the suit and then to IGI for any royalties credited in accordance with paragraph 9.

INFRINGEMENT AND OTHER ACTIONS. 9.1 The During the term of this Agreement, the Company and IGI the Licensor shall promptly provide written notice, to the other party, of any alleged infringement by a third party of the PTH Patent Rights and provide such other Party party with any available evidence of such infringement. 9.2 During the term of this Agreement, the Company shall have the right, but not the obligation, to prosecute and/or defend, at its own expense and utilizing counsel of its choice, any infringement of, and/or challenge to, the PTH Patent Rights. In furtherance of such right, IGI hereby agree that the Company may join IGI as a party in any such suit, without expense to IGI. No settlement, consent judgment or other voluntary final disposition of any such suit which would adversely affect the rights of IGI may be entered into without the consent of IGI, which consent shall not be unreasonably withheld. The Company shall indemnify and hold IGI harmless against any costs, expenses or liability that may be found or assessed against IGI in any such suit other than resulting from IGI' negligence or willful misconduct. 9.3 In the event that a claim or suit is asserted or brought against the Company alleging that the manufacture or sale of any Licensed Product by the Company, an Affiliate of the Company, or any sublicensee, or the use of such Licensed Product by any customer of any of the foregoing, infringes proprietary rights of a third party, the Company shall give written notice thereof to IGI. The Company may, in its sole discretion, modify such Licensed Product to avoid such infringement and/or may settle on terms that it deems advisable in its sole discretion, subject to paragraph 9.2. Otherwise, the . 9.2 The Company shall have the right, but not the obligation, to defend prosecute and/or defend, at its own expense and utilizing counsel of its choice, any such claim or suitinfringement of, and/or challenge to, the Patent Rights occurring during the term of the Agreement. In furtherance of such right, the event Licensor hereby agrees that the Company elects not to defend may join the Licensor as a party in any such suit, IGI shall have without expense to the right, but not the obligation to do so at its sole expenseLicensor. 9.4 9.3 Any recovery of damages by the Company, in any such suit, shall be applied first in satisfaction of any unreimbursed expenses and legal fees of the Company relating to the suit and then to IGI the Licensor for any royalties credited in accordance with paragraph 9Section 9.4. The balance remaining from any such recovery shall be treated as Net Sales and shared in accordance with Article 4 hereof. 9.4 The Company may credit up to fifty percent (50%) of any litigation costs incurred by the Company in any country pursuant to this Article 9 and up to 50% of all amounts paid in judgment or settlement of litigation within this Article 9 scope against royalties thereafter payable to the Licensor hereunder for such country and apply the same toward one-half of its actual, reasonable out-of-pocket litigation costs. If one-half of such litigation costs in such country exceeds 50% of royalties payable to the Licensor in any year in which such costs are incurred than the amount of such costs, expenses and amounts paid in judgment or settlement, in excess of such 50% of the royalties payable shall be carried over and credited against royalty payments in future years for such country. 9.5 If within six (6) months after receiving notice of any alleged infringement, the Company shall have been unsuccessful in persuading the alleged infringer to desist, or shall not have brought and shall not be diligently prosecuting an infringement action, or if the Company shall notify the Licensor, at any time prior thereto, of its intention not to bring suit against the alleged infringer, then, and in those events only, the Licensor shall have the right, but not the obligation, to prosecute, at its own expense and utilizing counsel of its choice, any infringement of the Patent Rights. The total cost of any such infringement action commenced solely by the Licensor shall be borne by the Licensor and the Licensor shall keep any recovery or damages for infringement or otherwise derived therefrom and such shall not be applicable to any royalty obligation of the Company.

INFRINGEMENT AND OTHER ACTIONS. 9.1 The Company and IGI Licensor shall promptly provide written notice, to the other party, of any alleged infringement by a third party of the PTH Patent Rights and provide such other Party party with any available evidence of such infringement. 9.2 During the term of this Agreement, the Company shall have the right, but not the obligation, to prosecute and/or defend, at its own expense and utilizing counsel of its choice, any infringement of, and/or challenge to, the PTH Patent Rights. In furtherance of such right, IGI Licensor hereby agree agrees that the Company may join IGI Licensor as a party in any such suitsuit (and will join at the Company’s request), without expense to IGI. No settlement, consent judgment or other voluntary final disposition provided that the Company pay all of any such suit which would adversely affect the rights of IGI may be entered into without the consent of IGI, which consent shall not be unreasonably withheldLicensor’s reasonable out-of-pocket expenses. The Company shall indemnify and hold IGI Licensor harmless against any costs, expenses or liability that may be found or assessed against IGI Licensor in any such suit other than resulting from IGI' Licensor’s negligence or willful misconduct. Any recovery of damages pursuant to this Paragraph 9.2 shall be retained entirely by the Company and allocated pursuant to 9.4 below. 9.3 In the event that a claim or suit is asserted or brought against the Company alleging that the manufacture or sale of any Licensed Product by the Company, an Affiliate of the Company, or any sublicensee, or the use of such Licensed Product by any customer of any of the foregoing, infringes proprietary rights of a third party, the Company shall give written notice thereof to IGILicensor. The Company may, in its sole discretion, modify such Licensed Product to avoid such infringement and/or may settle on terms that it deems advisable in its sole discretion, subject to paragraph 9.2. Otherwise, the Company shall have the right, but not the obligation, to defend any such claim or suit. In the event the Company elects not to defend such suit, IGI Licensor shall have the right, but not the obligation to do so at its sole expense. 9.4 Any recovery of damages by the Company, in any such suit, shall be applied first in satisfaction of any unreimbursed expenses and legal fees of the Company relating to the suit. The balance remaining from any such recovery shall be treated as [*] and shared by Licensor and the Company [*]. 9.5 The Company may credit the cost of any litigation costs incurred by the Company relating to the Patent Rights in any country pursuant to this Article 9 including all amounts paid in judgment or settlement of litigation within the scope of this Article 9 against [*] percent ([*]%) of the royalties thereafter payable to the Licensor hereunder for such country. If the costs of such litigation in such country exceeds [*] percent ([*]%) of theroyalties payable to the Licensor in any year in which such costs are incurred then the amount of such costs, expenses and amounts paid in judgment or settlement, in excess of the royalties payable shall be carried over and credited against royalty payments in future years for such country. 9.6 If within six (6) months after receiving notice of any alleged infringement, the Company shall have been unsuccessful in persuading the alleged infringer to desist, or shall not have brought and shall not be diligently prosecuting an infringement action, or if the Company shall notify Licensor, at any time prior thereto, of its intention not to bring suit against the alleged infringer, then, and then in those events only, Licensor shall have the right, but not the obligation, to IGI prosecute, at its own expense and utilizing counsel of its choice, any infringement of the Patent Rights, and the Company may, for such purposes, join the Licensor as a party plaintiff. The total cost of any royalties credited such infringement action commenced solely by Licensor shall be borne by Licensor and Licensor shall keep any recovery or damages for infringement or otherwise derived therefrom and such shall not be applicable to any royalty obligation of the Company. 9.7 In any suit to enforce and/or defend the Patent Rights pursuant to this Agreement, the party not in accordance control of such suit shall, at the request and expense of the controlling party, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. [*] Confidential treatment requested; certain information omitted and filed separately with paragraph 9the SEC.

INFRINGEMENT AND OTHER ACTIONS. 9.1 The Company and IGI the Licensor shall promptly provide written notice, to the other party, of any alleged infringement by a third party of the PTH Patent Rights and provide such other Party party with any available evidence of such infringement. 9.2 During the term of this Agreement, the Company shall have the right, but not the obligation, to prosecute and/or defend, at its own expense and utilizing counsel of its choice, any infringement of, and/or challenge to, the PTH Patent Rights. In furtherance of such right, IGI the Licensor hereby agree agrees that the Company may join IGI the Licensor as a party in any such suit, without expense to IGIthe Licensor. No settlement, consent judgment or other voluntary final disposition of any such suit which would adversely affect the rights of IGI the Licensor may be entered into without the consent of IGIthe Licensor, which consent shall not be unreasonably withheld. The Company shall indemnify and hold IGI the Licensor harmless against any costs, expenses or liability that may be found or assessed against IGI the Licensor in any such suit other than resulting from IGI' negligence the Licensor's gross negligence, recklessness or willful wilful misconduct. 9.3 In the event that a claim or suit is asserted or brought against the Company alleging that the manufacture or sale of any Licensed Product by the Company, an Affiliate of the Company, or any sublicensee, or the use of such Licensed Product by any customer of any of the foregoing, infringes proprietary rights of a third party, the Company shall give written notice thereof to IGIthe Licensor. The Company may, in its sole discretion, modify such Licensed Product to avoid such infringement and/or may settle on terms that it deems advisable in its sole discretion, subject to paragraph 9.2. Otherwise, the Company shall have the right, but not the obligation, to defend any such claim or suit. In the event the Company elects not to defend such suit, IGI the Licensor shall have the right, but not the obligation to do so at its sole expense. 9.4 Any recovery of damages by the Company, in any such suit, shall be applied first in satisfaction of any unreimbursed expenses and legal fees of the Company relating to the suit and then to IGI the Licensor for any royalties credited in accordance with paragraph 99.4. The balance remaining from any such recovery shall be treated as royalties received by the Company from sublicensees and shared by the Licensor and the Company *** percent (***%) to the Company and *** percent (***%) to the Licensor. 9.5 The Company may credit up to fifty percent (50%) of any reasonable litigation costs incurred by the Company in any country pursuant to this Article 9 and up to 50% of all amounts paid in judgement or settlement of litigation within this Article 9 scope of against royalties thereafter payable to the Licensor hereunder for such country and apply the same toward one-half of its actual, reasonable out-of-pocket litigation costs. If one-half of such litigation costs in such country exceeds 50% of royalties payable to the Licensor in any year in which such costs are incurred than the amount of such costs, expenses and amounts paid in judgement or settlement, in excess of such 50% of the royalties payable shall be carried over and credited against royalty payments in future years for such country. *** Represents material which has been omitted pursuant to an Application for Order Granting Confidential Treatment and filed separately with the Commission. 9.6 If within ninety (90) days from receipt of notice by the Company of any alleged infringement, the Company shall have been unsuccessful in persuading the alleged infringer to desist, or shall not have brought and shall not be diligently prosecuting an infringement action, or if the Company shall notify the Licensor, at any time prior thereto, of its intention not to bring suit against the alleged infringer, then, and in those events only, the Licensor shall have the right, but not the obligation, to prosecute, at its own expense and utilizing counsel of its choice, any infringement of the Patent Rights, and the Licensor may, for such purposes, join the Company as a party plaintiff. The total cost of any such infringement action commenced solely by the Licensor shall be borne by the Licensor and the Licensor shall keep any recovery or damages for infringement or otherwise derived therefrom and such shall not be applicable to any royalty obligation of the Company. 9.7 In any suit to enforce and/or defend the Patent Rights pursuant to this License Agreement, the party not in control of such suit shall, at the request and expense of the controlling party, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like.

INFRINGEMENT AND OTHER ACTIONS. 9.1 The Company and IGI shall Each of the parties shall, promptly provide written notice, to the after receipt of notice or other party, indication of any alleged infringement by a third party of the PTH Patent Rights Rights, provide written notice to the other party of such alleged infringement and provide such other Party party with any available evidence of such infringement. 9.2 During the term of this Agreement, the Company shall have the right, but not the obligation, to prosecute and/or defend, at its own expense and utilizing counsel of its choice, any infringement of, and/or challenge to, the PTH Patent Rights. In furtherance of such right, IGI the Licensor hereby agree agrees that the Company may join IGI the Licensor as a party in any such suitsuit (and will join at the Company's request), without expense provided that the Company pay all of the Licensor's reasonable out-of-pocket expenses. Any recovery of damages pursuant to IGIthis Section 9.2 shall be retained entirely by the Company and allocated pursuant to 9.4 below. No settlementIn addition, consent judgment or other voluntary final disposition of any such suit which would adversely affect the rights of IGI may be entered into without the consent of IGI, which consent shall not be unreasonably withheld. The Company shall defend, indemnify and hold IGI the Licensor, its Affiliates and their respective directors, officers, shareholders, agents, successors and permitted assigns harmless from and against any costs, expenses or liability that may be found or assessed against IGI the Licensor in any such suit suit, other than those resulting from IGI' the Licensor's gross negligence or willful misconductmisconduct or any fact or condition the existence of which constitutes a breach of any representation or warranty made by the Licensor to the Company in Article 17 hereof. 9.3 In the event that a claim or suit is asserted or brought against the Company alleging that the manufacture or sale of any Licensed Product by the Company, an Affiliate of the Company, or any sublicensee, or the use of such Licensed Product by any customer of any of the foregoing, infringes proprietary rights of a third party, the Company shall give written notice thereof to IGIthe Licensor. The Company may, in its sole discretion, modify such Licensed Product to avoid such infringement and/or may settle on terms that it deems advisable in its sole discretion, subject to paragraph Section 9.2. Otherwise, the Company shall have the right, but not the obligation, to defend any such claim or suit. In the event the Company elects not to defend such suit, IGI shall have the right, but not the obligation to do so at its sole expense. 9.4 Any recovery of damages by the Company, in any such suit, shall be applied first in satisfaction of any unreimbursed expenses and legal fees of the Company relating to the suit suit. The balance remaining from any such recovery shall be treated as royalties received by the Company from sublicensees and then to IGI for any royalties credited shared by the Licensor and the Company in accordance with paragraph 9clause 4.1.1 or 4.1.2 hereof, as applicable. 9.5 If within six (6) months after receiving notice of any alleged infringement, the Company shall have been unsuccessful in persuading the alleged infringer to desist, or shall not have brought and shall not be diligently prosecuting an infringement action, or if the Company shall notify the Licensor, at any time prior thereto, of its intention not to bring suit against the alleged infringer, then, and in those events only, the Licensor shall have the right, but not the obligation, to prosecute, at its own expense and utilizing counsel of its choice, any infringement of the Patent Rights, and the Company may, for such purposes, join the Licensor as a party plaintiff. The total cost of any such infringement action commenced solely by the Licensor shall be borne by the Licensor and the Licensor shall keep any recovery or damages for infringement or otherwise derived therefrom and such shall not be applicable to any royalty obligation of the Company. 9.6 In any suit to enforce and/or defend the Patent Rights pursuant to this Agreement, the party not in control of such suit shall, at the request and expense of the controlling party, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like.