Common use of Infringement of Third Party Intellectual Property Rights Clause in Contracts

Infringement of Third Party Intellectual Property Rights. In the event a claim of infringement of a third party’s intellectual property rights arising from the manufacture of the API, the importation of the API into the Territory, or the use or sale of the API in the Product or any Additional Product with a Cardiovascular Indication, is brought against either Party, PRONOVA shall defend such action at its own cost and expense in accordance with Section 13.4 and take either or both of the following actions simultaneously or sequentially: (a) defend the claim and indemnify and hold harmless RELIANT, its Affiliates, directors, officers, employees, representatives, consultants and agents (the “RELIANT Infringement Indemnitees”) as set forth in Section 13.4 below; and/or (b) obtain for itself and the benefit of RELIANT the right, through license or otherwise, to utilize the technology upon which the claim of infringement was based. Such rights obtained by PRONOVA from a third party under this Section 13.3(b) shall be licensed or sublicensed to RELIANT as part of the License hereunder. In connection with the foregoing, PRONOVA, at its option and expense, may dispose of such claim or may conduct the defense of such suit in its own discretion; provided, however, that PRONOVA shall not settle any such claim, suit or action if such settlement would impose on RELIANT the obligation to pay any damages or otherwise adversely affect RELIANT’s rights and obligations under the this Agreement, including, without limitation, requiring RELIANT to transfer any rights in or to the Patents or Trademarks, or become subject to an injunction, and so long as such settlement does not conflict with this Agreement. RELIANT will cooperate with PRONOVA in the defense and settlement of any such claim.