Infringement of Third Party Patent Rights. If the Development, Manufacture or Commercialization of any Licensed Product is alleged by a Third Party to infringe a Third Party’s patent or other intellectual property rights, the Party becoming aware of such allegation shall promptly notify the other Party. The Party that is alleged to infringe the Third Party’s patent or intellectual property rights shall have the right to take such action as it deems appropriate in response to such allegation, and shall be solely responsible for all damages, costs and expenses in connection therewith, subject to Article 10.
Infringement of Third Party Patent Rights. If a Party’s conduct or exercise of its rights under this Agreement becomes the basis of a claim of infringement of any patent or other proprietary right of any Third Party, such Party shall promptly give notice to the other Party and the Parties shall confer to consider the claim and an appropriate course of action. If and when a Party to this Agreement has the right to defend an infringement claim, each Party shall have the right to conduct the defense against any such claim or infringement action brought against it, and shall have the right and authority to settle any such claim or action after consultation with the other Party, subject to subsection (e) below. The other Party shall cooperate with the defending Party, as reasonably requested by it, in connection with the defense against such claim or action, at the defending Party’s expense. Costs and fees of any such defense (including but not limited to damages and reasonable, documented attorneys’ fees and expenses, but excluding any royalties or similar amounts due as consideration under any settlement agreement with respect thereto for any post-settlement activities) may be deducted, prior to the calculation of any payments due under Article 5, with respect to such a defense from the Net Sales of the relevant Licensed Product(s).
Infringement of Third Party Patent Rights. If a Party’s conduct under this Agreement becomes the basis of a claim of infringement of any patent or other proprietary right of any Third Party, such Party shall promptly give notice to the other Party and the Parties shall confer to consider the claim and an appropriate course of action. If and when a Party to the instant Agreement have the right to defend an infringement claim, each Party shall have the right to conduct the defense against any such claim or infringement action brought against it, and shall have the right and authority to settle any such claim or action after consultation with the other Party, provided that such defending Party shall not make any admission or take any action that would prejudice any of the other Party’s patent rights without the prior written approval of the other Party, which approval shall not be unreasonably withheld. The other Party shall cooperate with the defending Party, as reasonably requested by it, in connection with the defense against such claim or action, at the defending Party’s expense. [*] [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.
Infringement of Third Party Patent Rights. CDC shall promptly notify Chiron in the event that it becomes aware of any claim alleging that the manufacture, use or sale of any CDC HCV/HIV Probe Product infringes any third party patent or intellectual property rights. Chiron shall promptly notify CDC in the event that it becomes aware of any claim alleging that the manufacture, use or sale of any Licensed Chiron Product utilizing any CDC Patents relating to bDNA infringes any third party patent or intellectual property right. Pursuant to Section 9.1, the party manufacturing or selling the product in question (the "Product Owning Party") shall be responsible for the defense of such claim, at its sole cost, except as provided herein. Chiron, in its sole discretion, shall have the exclusive right (but not the obligation) to assume and solely manage the defense of any such claim, at Chiron's expense, to the extent that such claim relates to specific HCV or HIV nucleotide sequences, or the defense of such claim relates to activities or intellectual property of Chiron. CDC shall have the exclusive right (but not the obligation) to assume and solely manage the defense of any such claim, at CDC's expense, to the extent such claim relates to bDNA technology, or the defense of such claim relates to activities or intellectual property of CDC. If the other party elects to exercise such right with respect to any such defense, the Product Owning Party shall take all appropriate and necessary actions to assist the other party in such defense. If the other party elects not to assume control of such defense, the Product Owning Party shall nonetheless keep the other party fully and promptly informed with respect thereto, including provision of notice of all discovery relating to the other party's activities or intellectual property, and copies of all documents and deposition records with respect thereto. Nothing in Section 6.3 shall limit in any way the Product Owning Party's obligations under Section 9.1 with respect to such claim, including without limitation the Product Owning Party's obligation to indemnify the other party and the other party's Affiliates against any damages or other liabilities arising from any such action.
Infringement of Third Party Patent Rights. (a) If either Party after the Effective Date is warned or sued by a Third Party alleging or charging infringement of any patents or published patent applications of a Third Party arising out of or resulting from the use of the Merus Technology, the Party, which is warned or sued, shall notify promptly the other Party.
(b) Merus shall be responsible, at its expense, for settling and/or defending such warning or litigation for patent infringement in which the alleged infringing process or product giving rise to liability for damages involves [***]. In so far as any such settlement or defense effects is likely to have an effect on Ono activities, Merus shall promptly inform Ono and Merus and Ono shall confer as to any modification of any right granted to Ono hereunder. Upon Merus’ written request, Ono agrees to reasonably assist Merus in any such defense, if such infringement action might have an effect on Ono activities.
(c) Ono shall be responsible, [***], for settling and/or defending such warning or litigation for patent infringement in which the alleged infringing process or product giving rise to liability for damages involves [***]. If Merus should suffer any [***] and [***] as a result of such dispute, including [***], [***] any such [***].
Infringement of Third Party Patent Rights. (a) In the event that a Third Party institutes an action, suit or proceeding against Merck, Urovant, or their respective Affiliates, alleging that (i) the Development and/or Commercialization of the Licensed Product in the Field infringes one (1) or more Patent Rights or other intellectual property rights held by such Third Party or (ii) the Manufacturing of the Licensed Product infringes one (1) or more Patent Rights or other intellectual property rights held by such Third Party (in each case of (i) and (ii) “Third Party Patent Rights”), then Urovant shall have the right to assume direction and control of the defense of such action, suit or proceeding, including the right to settle any such action, suit or proceeding at its sole cost and expense. Urovant shall not settle any such action, suit or proceeding in a manner that would impose any restrictions on its ability to Develop and Commercialize the Licensed Product in the Field in the Territory without the prior written consent of Merck, which consent shall not be unreasonably withheld, conditioned or delayed.
(b) If Urovant fails to assume such direction and control within the earlier of (i) [***] calendar days after service of the complaint in such action, suit or proceeding or (ii) [***] calendar days prior to any date any answer or other response is due in connection with any such action, suit, or proceeding (after any permitted extensions) or fails to diligently continue such direction and control thereafter, Merck shall have the right to assume direction and control thereto, at its cost and expense. [***].
(c) If Urovant assumes direction and control of the defense of such Third Party Patent Rights claim, if Merck is a named defendant in such action, Merck shall have the right to participate fully in all aspects of the litigation, to the extent permissible by law, at its own cost and expense.
Infringement of Third Party Patent Rights. POINT shall use reasonable efforts to avoid infringing or misappropriating any Third Party’s Intellectual Property in conducting any activities under this Agreement. Each Party shall promptly notify the others in the event it becomes aware of any patent rights controlled by a Third Party that may pertain to any such activities of the Parties.
Infringement of Third Party Patent Rights. If a Party’s conduct or exercise of its rights under this Agreement becomes the basis of a claim of infringement of any Patent or other proprietary right of any Third Party, such Party shall promptly give notice to the other Party and the Parties shall confer to consider the claim and an appropriate course of action. Unless the Parties agree otherwise, each Party shall have the right to control the defense of any such Third Party claim brought against it, by counsel of its own choice, except such Party shall not approve a settlement or consent judgment or other final voluntary disposition of such claim in a manner that would admit the unenforceability or invalidity of Patents Controlled by the other Party, or of Program Patents, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. The Party defending any such Third Party claim shall bear all of its costs and expenses and shall retain any damages or other monetary awards recovered in connection therewith. The other Party shall cooperate with the defending Party, as reasonably requested by it, in connection with the defense against such claim or action, at the defending Party’s expense.
Infringement of Third Party Patent Rights. If the Development, Manufacture or Commercialization of any Pfizer Licensed Product is alleged by a Third Party to infringe a Third Party’s patent or other intellectual property rights, the Party becoming aware of such allegation will promptly notify the other Party. The Party that is alleged to infringe the Third Party’s patent or intellectual property rights will have the right to take such action as it deems appropriate in response to such allegation, and will be solely responsible for all damages, costs and expenses in connection therewith, subject to Section 10.1.
Infringement of Third Party Patent Rights. If the manufacture, use, importation, or sale of Conor Devices incorporating Product results in any claim for patent infringement against either party, such party shall promptly notify the other party in writing, setting forth the facts of such claim in reasonable detail. As between the parties to this Agreement, Conor shall have the first and primary right at its own expense to defend, and control the defense, of any such claim by counsel of its own choice. Phytogen agrees to cooperate with Conor in any reasonable manner deemed by Conor to be necessary in defending any such action. Conor shall reimburse Phytogen for any out-of-pocket expenses incurred in providing such assistance.
