Common use of Infringement of Third Party Patent Rights Clause in Contracts

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. CDC shall promptly notify Chiron 11.6.1 If Wyeth-Ayerst should be of the opinion that it cannot make, import, use, market and/or sell the Product in the event USA under its own Intellectual Property Rights or those licensed to it by CoCensys under this Agreement without infringing a Third Party's patent, it shall notify CoCensys. Both Parties then shall seek an opinion of patent counsel acceptable to both Parties. If such patent counsel concurs with Wyeth-Ayerst's opinion, they shall jointly or independently endeavor to secure a license from the Third Party on terms that it becomes aware are acceptable to both Parties. 11.6.2 If, in the opinion of patent counsel selected under Article 11.6.1, the Third Party patent, if litigated, would be found invalid or not be infringed by the manufacture or sale of the Product or if the Parties otherwise mutually agree to obtain a license to such Third Party patent, the Parties shall proceed in accordance with the terms of this Agreement, unless an action for infringement is brought against one or both Parties. 11.6.3 If either Party is sued for patent infringement of any claim alleging that Third Party patents arising out of the manufacture, use use, sale or sale importation of any CDC HCV/HIV Probe the Product infringes any third party patent or intellectual property rights. Chiron in the USA, the Parties shall promptly notify CDC meet to discuss the course of action to be taken to resolve or defend any such infringement litigation. Each Party shall provide the other with such assistance as is reasonably necessary and shall cooperate 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 Chironaction. CDC shall have the exclusive right (but not the obligation) to assume and solely manage the defense [ * ] of any cost/expense of defending such claim, at CDC's expense, to action incurred by Wyeth-Ayerst in the extent such claim relates to bDNA technology, or the defense of such claim relates to activities or intellectual property of CDC. If the USA and any damages and/or 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 compensation imposed on Wyeth/Ayerst in such defense. If country may be deducted by Wyeth-Ayerst from any amounts otherwise due CoCensys under this Agreement in the other party elects not to assume control form of royalties and/or profit-sharing for the USA, PROVIDED, HOWEVER, in no event shall royalty and/or profit sharing amounts due CoCensys for 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 country be reduced by more than [ * ] 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 actiongiven calendar year as a result of this sentence.