Common use of Infringement of Patents of Third Parties Clause in Contracts

Infringement of Patents of Third Parties. Each party, its Affiliates and sublicensees, and their respective employees and agents shall use diligent efforts to avoid infringement of patents of any third party in discovering, developing, manufacturing and commercializing the Compound, intermediates thereof and/or Products. However, neither party, its Affiliates and sublicensees, and their respective employees and agents shall be liable to the other party, its Affiliates and sublicensees, and their respective employees and agents if the practice of the Patent Rights, Agouron Technology, Roche Technology, and/or Development Program Technology in discovering, developing, manufacturing or commercializing the Compound, intermediates thereof and/or Products infringe any patent of any third party. If either party becomes aware of any claim or suit by any third party for infringement of a patent of such third party in connection with the discovery, development, manufacture, use or sale of the Compound, intermediates thereof and/or Products by a party hereto, such party shall notify the other party in writing of such claim or suit within thirty (30) days thereafter. Each party agrees to render such reasonable assistance as the other party may request in defending any such claim or suit. The parties shall mutually agree to any settlement of any existing or potential infringement claim or action that would require the payment of any royalty or lump sum payment to a third party, except that if the parties cannot promptly reach agreement, they shall appoint an independent patent counsel to give an opinion, which shall be binding on the parties, as to whether there is a substantial risk that the third party patent is both valid and infringed. If the opinion is that there is a substantial risk that the patent is both valid and infringed, the marketing party of a Product in a country, after consultation with the other party, may settle the matter in its sole discretion on such terms as it deems appropriate. If both parties are participating in the marketing of a Product in a country, the parties shall mutually agree to any settlement of any infringement claim or action that would require the payment of any royalty or lump sum payment to a third party; if the parties are unable to mutually agree on the settlement, then the issue shall be decided by binding arbitration in accordance with the provisions of Section 7.03 hereof. Unless the parties agree otherwise, the costs of defending or settling any such claim or action in a country where the parties are sharing Profits and Losses from the sales of such Product shall be a deductible expense when calculating Profits and Losses for such Product for such country. *

Infringement of Patents of Third Parties. Each partyParty, its Affiliates and sublicensees, and their respective employees and agents shall use diligent efforts to avoid known infringement of patents of any third party in discovering, developing, manufacturing and commercializing the Compound, intermediates thereof * and/or Products. However, neither partya Party, its Affiliates and sublicensees, and their respective employees and agents shall be liable to the other party, its Affiliates and sublicensees, * and their respective employees and agents if the practice of the Patent Rights, Agouron Technology, Roche JE Technology, and/or Development Program Technology in discovering, developing, manufacturing or commercializing the Compound, intermediates thereof and/or Products infringe any patent of any third party. If either party a Party becomes aware of any claim or suit by any third party for infringement of a patent of such third party in connection with the discovery, development, manufacture, use or sale * of the Compound, intermediates thereof and/or Products by a party Party hereto, such party Party shall notify the other party Party in writing of such claim or suit within thirty (30) days * thereafter. Each party Party agrees to render such reasonable assistance as the other party Party may request in defending any such claim or suit. The parties shall mutually agree to any settlement Parties* of any existing or potential infringement claim or action that would require the payment of any royalty or lump sum payment * to a third party, except that if the parties Parties cannot promptly reach agreement, they shall appoint an independent patent counsel to give an opinion, which shall be binding on * the partiesParties, as to whether there is a substantial risk that the third third-party patent is both valid and infringed. If the opinion is that there is a substantial risk that the patent is both valid and infringed, the Party marketing party of a Product in a country, after consultation with the other partyParty, may settle the matter in its sole discretion on such terms * as it deems appropriate. If both parties are participating in the marketing of a Product in a country, the parties shall mutually agree to any settlement of any infringement claim or action that would require the payment of any royalty or lump sum payment to a third party; if the parties are unable to mutually agree on the settlement, then the issue shall be decided by binding arbitration in accordance with the provisions of Section 7.03 hereof. Unless the parties Parties agree otherwise,* provided, the costs of defending or settling any such claim or action however, that in no case shall * with respect to a Product for a country in a country where the parties are sharing Profits and Losses from the sales of * be reduced * with respect to such Product shall for such country in such * period. Any remaining * amount may be a deductible expense when calculating Profits and Losses for used as described above in subsequent * periods to * with respect to such Product for such country. Agouron acknowledges that it is aware of a Cooperative Research and Development Agreement between JE and the * (hereinafter referred to as "* ), which was originally entered into in September 1993 and amended in March 1996. Notwithstanding the preceding* under the terms of the * , and for obtaining any consent required by the * for this issuance of the licenses granted Agouron under the provisions of Section 2.01. Agouron shall be entitled to * on account of *

Infringement of Patents of Third Parties. (a) Each party, its Affiliates and sublicensees, and their respective employees and agents shall use diligent efforts to avoid infringement of patents of any third party in discovering, developing, manufacturing and commercializing the Compound, intermediates thereof and/or Products. However, neither a party, its Affiliates and sublicensees, and their respective employees and agents shall not be liable to the other another party, its Affiliates and sublicensees, and their respective employees and agents if the practice of the Patent Rights, Agouron Agouron/JT Technology, Roche Technology, and/or Development Program Technology in discovering, developing, manufacturing or commercializing the Compound, intermediates thereof and/or Products infringe any patent of any third party. If either a party becomes aware of any claim or suit by any third party for infringement of a patent of such third party in connection with the discovery, development, manufacture, use or sale of the Compound, intermediates thereof and/or Products by a party hereto, such party shall notify the other party parties in writing of such claim or suit within thirty (30) days thereafter. Each party agrees to render such reasonable assistance as the other party party(s) may request in defending any such claim or suit. The parties shall mutually agree to any settlement of any existing or potential infringement claim or action that would require the payment of any royalty or lump sum payment to a third party, except that if the parties cannot promptly reach agreement, they shall appoint an independent patent counsel to give an opinion, which shall be binding on the parties, as to whether there is a substantial risk that the third party patent is both valid and infringed. If the opinion is that there is a substantial risk that the patent is both valid and infringed, the marketing party of a Product in a country, after consultation with the other partyparties, may settle the matter in its sole discretion on such terms as it deems appropriate. If both parties are more than one party is participating in the marketing of a Product in a country, the marketing parties shall mutually agree to any settlement of any infringement claim or action that would require the payment of any royalty or lump sum payment to a third party; if the parties are unable to mutually agree on the settlement, then the issue shall be decided by binding arbitration in accordance with the provisions of Section 7.03 hereof. Unless the parties agree otherwise, the costs of defending or settling any such claim or action in a country where the parties are sharing Profits and Losses from the sales of such Product shall be a deductible expense when calculating Profits and Losses for such Product for such country. *.