Common use of Infringement Claims Clause in Contracts

Infringement Claims. If the manufacture, sale or use of any Collaboration Product in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against GenVec or Fuso, such party shall promptly notify the other party hereto. If Fuso is not named as a party in such a claim, suit or proceeding, Fuso may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. GenVec agrees not to oppose such intervention. If Fuso, and not GenVec, is named as a party to such claim, suit or proceeding, Fuso shall have the right to control the defense and settlement of such claim, suit or proceeding, at its own expense, using counsel of its own choice, however GenVec, at its own expense and through counsel of its own choice, may seek to intervene if the claim, suit or proceeding relates to the commercialization of the Collaboration Product in the Field, and in such event, Fuso agrees not to oppose such intervention. If Fuso is named as a party and GenVec shall, at any time, tender its defense to Fuso, then Fuso shall defend GenVec in such claim, suit or proceeding, at Fuso's own expense and through counsel of its own choice, and Fuso shall control the defense and settlement of any such claim, suit or proceeding; provided, Fuso shall not enter into any agreement which makes any admission regarding (i) wrongdoing on the part GenVec, or (ii) the invalidity, unenforceability or absence of infringement of any GenVec Patent Rights or patent claiming a Joint Invention, without the prior written consent of GenVec, which consent shall not be unreasonably withheld. The parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding.

Infringement Claims. If the manufacture, sale or use of any Collaboration Product in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against GenVec Flamel or FusoGSK, such party Party shall promptly notify the other party Party hereto. If Fuso GSK is not named as a party Party in such a claim, suit or proceeding, Fuso GSK may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. GenVec Flamel agrees not to oppose such intervention. If FusoGSK, and not GenVecFlamel, is named as a party Party to such claim, suit or proceeding, Fuso GSK shall have the right to control the defense and settlement of such claim, suit or proceeding, at its own expense, using counsel of its own choice, however GenVecFlamel, at its own expense and through counsel of its own choice, may seek to intervene if the claim, suit or proceeding relates to the commercialization of the Collaboration Product in the FieldProduct, and in such event, Fuso GSK agrees not to oppose such intervention. If Fuso GSK is named as a party Party and GenVec Flamel shall, at any time, tender its defense to FusoGSK, then Fuso GSK shall defend GenVec Flamel in such claim, suit or proceeding, at FusoGSK's own expense and through counsel of its own choice, and Fuso GSK shall control the defense and settlement of any such claim, suit or proceeding; provided, Fuso GSK shall not enter into any agreement which (i) extends or purports to exercise GSK's rights under Licensed Technology beyond the rights granted pursuant to this Agreement, (ii) makes any admission regarding (ia) wrongdoing on the part GenVecof Flamel, or (iib) the invalidity, unenforceability or absence of infringement of any GenVec Flamel Patent Rights or patent claiming a Joint InventionRights, without the prior written consent of GenVecFlamel, which consent shall not be unreasonably withheld. The parties Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. Nothing in this Section 5.5 shall limit or modify the provisions of Article 8, which may apply to such infringement claims as discussed herein.

Infringement Claims. If the manufacture, sale or use of any Collaboration Product in clinical trials in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against GenVec or Fuso, such party shall promptly notify the other party hereto. If Fuso is not named as a party in such a claim, suit or proceeding, Fuso may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. GenVec agrees not to oppose such intervention. If Fuso, and not GenVec, is named as a party to such claim, suit or proceeding, Fuso shall have the right to control the defense and settlement of such claim, suit or proceeding, at its own expense, using counsel of its own choice, however GenVec, at its own expense and through counsel of its own choice, may seek to intervene if the claim, suit or proceeding relates to the commercialization of the Collaboration Product in the Field, and in such event, Fuso agrees not to oppose such intervention. If Fuso is named as a party and GenVec shall, at any time, tender its defense to Fuso, then Fuso shall defend GenVec in such claim, suit or proceeding, at Fuso's ' s own expense and through counsel of its own choice, and Fuso shall control the defense and settlement of any such claim, suit or proceeding; provided, Fuso shall not enter into any agreement which makes any admission regarding (i) wrongdoing on the part GenVec, or (ii) the invalidity, unenforceability or absence of infringement of any GenVec Patent Rights or patent claiming a Joint InventionTechnology, without the prior written consent of GenVec, which consent shall not be unreasonably withheld. The parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding.

Infringement Claims. If the manufacture, sale or use of any ------------------- Collaboration Product in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against GenVec or Fuso, such party shall promptly notify the other party hereto. If Fuso is not named as a party in such a claim, suit or proceeding, Fuso may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. GenVec agrees not to oppose such intervention. If Fuso, and not GenVec, is named as a party to such claim, suit or proceeding, Fuso shall have the right to control the defense and settlement of such claim, suit or proceeding, at its own expense, using counsel of its own choice, however GenVec, at its own expense and through counsel of its own choice, may seek to intervene if the claim, suit or proceeding relates to the commercialization of the Collaboration Product in the Field, and in such event, Fuso agrees not to oppose such intervention. If Fuso is named as a party and GenVec shall, at any time, tender its defense to Fuso, then Fuso shall defend GenVec in such claim, suit or proceeding, at Fuso's own expense and through counsel of its own choice, and Fuso shall control the defense and settlement of any such claim, suit or proceeding; provided, Fuso shall not enter into any agreement which makes any admission regarding (i) wrongdoing on the part GenVec, or (ii) the invalidity, unenforceability or absence of infringement of any GenVec Patent Rights or patent claiming a Joint Invention, without the prior written consent of GenVec, which consent shall not be unreasonably withheld. The parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding.

Infringement Claims. If the manufacture, sale or use of any Collaboration Product in clinical trials in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against GenVec or Fuso, such party shall promptly notify the other party hereto. If Fuso is not named as a party in such a claim, suit or proceeding, Fuso may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. GenVec agrees not to oppose such intervention. If Fuso, and not GenVec, is named as a party to such claim, suit or proceeding, Fuso shall have the right to control the defense and settlement of such claim, suit or proceeding, at its own expense, using counsel of its own choice, however GenVec, at its own expense and through counsel of its own choice, may seek to intervene if the claim, suit or proceeding relates to the commercialization of the Collaboration Product in the Field, and in such event, Fuso agrees not to oppose such intervention. If Fuso is named as a party and GenVec shall, at any time, tender its defense to Fuso, then Fuso shall defend GenVec in such claim, suit or proceeding, at Fuso's own expense and through counsel of its own choice, and Fuso shall control the defense and settlement of any such claim, suit or proceeding; provided, Fuso shall not enter into any agreement which makes any admission regarding (i) wrongdoing on the part GenVec, or (ii) the invalidity, unenforceability or absence of infringement of any GenVec Patent Rights or patent claiming a Joint Invention, without the prior written consent of GenVec, which consent shall not be unreasonably withheld. The parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding.

Infringement Claims. If the manufacture, sale or use of any Collaboration Product in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against GenVec or Fuso, such party shall promptly notify the other party hereto. If Fuso is not named as a party in such a claim, suit or proceeding, Fuso may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. GenVec agrees not to oppose such intervention. If Fuso, and not GenVec, is named as a party to such claim, suit or proceeding, Fuso shall have the right to control the defense and settlement of such claim, suit or proceeding, at its own expense, using counsel of its own choice, however GenVec, at its own expense and through counsel of its own choice, may seek to intervene if the claim, suit or proceeding relates to the commercialization of the Collaboration Product in the Field, and in such event, Fuso agrees not to oppose such intervention. If Fuso is named as a party and GenVec shall, at any time, tender its defense to Fuso, then Fuso shall defend GenVec in such claim, suit or proceeding, at Fuso's own expense and through counsel of its own choice, and Fuso shall control the defense and settlement of any such claim, suit or proceeding; provided, Fuso shall not enter into any agreement which makes any admission regarding (i) wrongdoing on the part GenVec, or (ii) the invalidity, unenforceability or absence of infringement of any GenVec Patent Rights or patent claiming a Joint InventionTechnology, without the prior written consent of GenVec, which consent shall not be unreasonably withheld. The parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding.

Infringement Claims. If the manufacture, sale or use of any Collaboration Licensed Product in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against GenVec Unigene or FusoGSK, such party Party shall promptly notify the other party Party hereto. If Fuso GSK is not named as a party Party in such a claim, suit or proceeding, Fuso GSK may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. GenVec Unigene agrees not to oppose such intervention. If FusoGSK, and not GenVecUnigene, is named as a party Party to such claim, suit or proceeding, Fuso GSK shall have the right to control the defense and settlement of such claim, suit or proceeding, at its own expense, using counsel of its own choice, however GenVecUnigene, at its own expense and through counsel of its own choice, may seek to intervene if the claim, suit or proceeding relates to the commercialization of the Collaboration Licensed Product in the Field, and in such event, Fuso GSK agrees not to oppose such intervention. If Fuso GSK is named as a party Party and GenVec Unigene shall, at any time, tender its defense to FusoGSK, then Fuso GSK shall defend GenVec Unigene in such claim, suit or proceeding, at Fuso's GSK’s own expense and through counsel of its own choice, and Fuso GSK shall control the defense and settlement of any such claim, suit or proceeding; provided, Fuso GSK shall not enter into any agreement which (i) extends or purports to exercise GSK’s rights under Unigene’s Licensed Technology beyond the rights granted pursuant to this Agreement, (ii) makes any admission regarding (ia) wrongdoing on the part GenVecof Unigene, or (iib) the invalidity, unenforceability or absence of infringement of any GenVec Unigene Patent Rights or patent claiming a Joint InventionPatent Rights, without the prior written consent of GenVecUnigene, which consent shall not be unreasonably withheld. The parties Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. Nothing in this Section 6.5 shall limit or modify the provisions of Article 9, which may apply to such infringement claims as discussed herein.

Infringement Claims. If the manufacture, sale or use of any Collaboration Licensed ------------------- Product in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against GenVec Unigene or FusoGSK, such party Party shall promptly notify the other party Party hereto. If Fuso GSK is not named as a party Party in such a claim, suit or proceeding, Fuso GSK may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. GenVec Unigene agrees not to oppose such intervention. If FusoGSK, and not GenVecUnigene, is named as a party Party to such claim, suit or proceeding, Fuso GSK shall have the right to control the defense and settlement of such claim, suit or proceeding, at its own expense, using counsel of its own choice, however GenVecUnigene, at its own expense and through counsel of its own choice, may seek to intervene if the claim, suit or proceeding relates to the commercialization of the Collaboration Licensed Product in the Field, and in such event, Fuso GSK agrees not to oppose such intervention. If Fuso GSK is named as a party Party and GenVec Unigene shall, at any time, tender its defense to FusoGSK, then Fuso GSK shall defend GenVec Unigene in such claim, suit or proceeding, at FusoGSK's own expense and through counsel of its own choice, and Fuso GSK shall control the defense and settlement of any such claim, suit or proceeding; provided, Fuso GSK shall not enter into any agreement which (i) extends or purports to exercise GSK's rights under Unigene's Licensed Technology beyond the rights granted pursuant to this Agreement, (ii) makes any admission regarding (ia) wrongdoing on the part GenVecof Unigene, or (iib) the invalidity, unenforceability or absence of infringement of any GenVec Unigene Patent Rights or patent claiming a Joint Invention, without the prior written consent of GenVecUnigene, which consent shall not be unreasonably withheld. The parties Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. Nothing in this Section 6.5 shall limit or modify the provisions of Article 9, which may apply to such infringement claims as discussed herein.

Infringement Claims. If the manufacture, sale or use of any Collaboration Product in ------------------- clinical trials in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against GenVec or Fuso, such party shall promptly notify the other party hereto. If Fuso is not named as a party in such a claim, suit or proceeding, Fuso may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. GenVec agrees not to oppose such intervention. If Fuso, and not GenVec, is named as a party to such claim, suit or proceeding, Fuso shall have the right to control the defense and settlement of such claim, suit or proceeding, at its own expense, using counsel of its own choice, however GenVec, at its own expense and through counsel of its own choice, may seek to intervene if the claim, suit or proceeding relates to the commercialization of the Collaboration Product in the Field, and in such event, Fuso agrees not to oppose such intervention. If Fuso is named as a party and GenVec shall, at any time, tender its defense to Fuso, then Fuso shall defend GenVec in such claim, suit or proceeding, at Fuso's own expense and through counsel of its own choice, and Fuso shall control the defense and settlement of any such claim, suit or proceeding; provided, Fuso shall not enter into any agreement which makes any admission regarding (i) wrongdoing on the part GenVec, or (ii) the invalidity, unenforceability or absence of infringement of any GenVec Patent Rights or patent claiming a Joint Invention, without the prior written consent of GenVec, which consent shall not be unreasonably withheld. The parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding.

Infringement Claims. If the manufacture, sale or use of any Collaboration Licensed Product in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against GenVec Unigene or FusoGSK, such party Party shall promptly notify the other party Party hereto. If Fuso GSK is not named as a party Party in such a claim, suit or proceeding, Fuso GSK may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. GenVec Unigene agrees not to oppose such intervention. If FusoGSK, and not GenVecUnigene, is named as a party Party to such claim, suit or proceeding, Fuso GSK shall have the right to control the defense and settlement of such claim, suit or proceeding, at its own expense, using counsel of its own choice, however GenVecUnigene, at its own expense and through counsel of its own choice, may seek to intervene if the claim, suit or proceeding relates to the commercialization of the Collaboration Licensed Product in the Field, and in such event, Fuso GSK agrees not to oppose such intervention. If Fuso GSK is named as a party Party and GenVec Unigene shall, at any time, tender its defense to FusoGSK, then Fuso GSK shall defend GenVec Unigene in such claim, suit or proceeding, at Fuso's GSK’s own expense and through counsel of its own choice, and Fuso GSK shall control the defense and settlement of any such claim, suit or proceeding; provided, Fuso GSK shall not enter into any agreement which (i) extends or purports to exercise GSK’s rights under Unigene’s Licensed Technology beyond the rights granted pursuant to this Agreement, (ii) makes any admission regarding (ia) wrongdoing on the part GenVecof Unigene, or (iib) the invalidity, unenforceability or absence of infringement of any GenVec Unigene Patent Rights or patent claiming a Joint Invention, without the prior written consent of GenVecUnigene, which consent shall not be unreasonably withheld. The parties Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding. Nothing in this Section 6.5 shall limit or modify the provisions of Article 9, which may apply to such infringement claims as discussed herein.

Infringement Claims. If the manufacture, sale or use of any Collaboration Product in ------------------- clinical trials in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against GenVec or Fuso, such party shall promptly notify the other party hereto. If Fuso is not named as a party in such a claim, suit or proceeding, Fuso may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. GenVec agrees not to oppose such intervention. If Fuso, and not GenVec, is named as a party to such claim, suit or proceeding, Fuso shall have the right to control the defense and settlement of such claim, suit or proceeding, at its own expense, using counsel of its own choice, however GenVec, at its own expense and through counsel of its own choice, may seek to intervene if the claim, suit or proceeding relates to the commercialization of the Collaboration Product in the Field, and in such event, Fuso agrees not to oppose such intervention. If Fuso is named as a party and GenVec shall, at any time, tender its defense to Fuso, then Fuso shall defend GenVec in such claim, suit or [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. proceeding, at Fuso's ' s own expense and through counsel of its own choice, and Fuso shall control the defense and settlement of any such claim, suit or proceeding; provided, Fuso shall not enter into any agreement which makes any admission regarding (i) wrongdoing on the part GenVec, or (ii) the invalidity, unenforceability or absence of infringement of any GenVec Patent Rights or patent claiming a Joint Invention, without the prior written consent of GenVec, which consent shall not be unreasonably withheld. The parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding.