Infringement of Third Party Patents. In the event that a Third Party files an action against a Party alleging that such Party's activities under this Agreement infringe such Third Party's patent rights, such Party shall give written notice to the other Party, and the Parties will consult and cooperate on the best course of action. The Party that was sued shall have the right to defend itself against such action, and the other Party shall provide all reasonable assistance in such defense.
Infringement of Third Party Patents. (a) If a third party asserts that a patent or other proprietary right owned by it is infringed by the manufacture, use, importation, offer for sale or sale of a Licensed Product in the Field and in the Territory and such alleged infringement arises in whole or in part from Alcon's use of the Pharmacyclics Technology (a "Claim"), the Party against whom such a Claim was asserted shall immediately provide the other Party notice of such Claim and the related facts in reasonable detail. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such action. The other Party shall cooperate in connection therewith and shall have the right to be represented separately by counsel of its own choice, at its own expense. The entity (whether Pharmacyclics or Alcon) that controls the defense of such a Claim with respect to the Licensed Product in the Field and in the Territory shall also have the right to control settlement of such Claim; provided, however, that no settlement shall be entered into without the consent of the other Party. To the extent that any of the costs set forth in clauses (i), (ii) or (iii) of this sentence are attributable to infringement arising from Alcon's use of the Pharmacyclics Technology, Alcon shall have the right to deduct from and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement of such Claim in order to continue to exercise Alcon's license rights as set forth in this Agreement. Notwithstanding the foregoing, in no event shall royalties owed Pharmacyclics under Section 4.4(a) be reduced by more than (*) in any given royalty period.
(b) In the event a third party asserts that a patent or other proprietary right owned by it is infringed by Pharmacyclics or its Affiliates as a consequence of Alcon's manufacture, use, importation, offer for sale or sale of a Licensed Product in the Field and in the Territory and such alleged infringement does not arise from Alcon's use of the Pharmacyclics Technology, Alcon shall indemnify and hold harmless Pharmacyclics, its Affiliates and sublicensees and all officers, directors, employees and agents thereof...
Infringement of Third Party Patents. Subject to and without limiting the Parties’ rights and the procedures set forth under Section 7.5.2 and Section 10.1(vi), each of the Parties shall promptly, but in any event no later than [**] after receipt of notice thereof, notify the other Party in writing in the event of any claims by a Third Party of alleged patent infringement by Incyte or Hengrui or any of their respective Affiliates or sublicensees with respect to the research, development, manufacture, use, sale, offer for sale or importation of a Licensed Antibody or a Licensed Product (each, an “Infringement Claim”). Subject to and without limiting the Parties’ rights and the procedures set forth under Section 7.5.2, with respect to Infringement Claims in the Territories, the Parties shall attempt to negotiate in good faith a resolution with respect thereto. If the Parties cannot settle such Infringement Claim with the appropriate Third Parties within [**] after the receipt of the notice pursuant to this Section 8.4.1, then the following shall apply: [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
(a) Subject to Sections 10.1 and Section 10.3, in the case of any such claim against Incyte alone or both Incyte and Hengrui, in each case, with respect to the Licensed Antibodies or the Licensed Products in [**], then [**] shall be deemed to be the “Controlling Party” for purposes of such Infringement Claim. In the case of any claim against Hengrui alone, or both Incyte and Hengrui, in each case, with respect to the Licensed Antibodies or the Licensed Products in [**], then [**] shall be deemed to be the “Controlling Party” for purposes of such Infringement Claim. In the event of [**] litigation (such that related cases and/or claims are being pursued both inside [**] and [**]),[**] shall reasonably assist [**] in its role as the Controlling Party in [**].
(b) Subject to Section 10.1 and Section 10.3, the Controlling Party shall assume control of the defense of such Infringement Claim at its expense. The non-Controlling Party, upon reasonable request of the Controlling Party, agrees to join in any such litigation at the Controlling Party’s expense, and in any event to reasonably cooperate with the Controlling Party at the Controlling Party’s expense. The non-Controlling Party will have the right to consult with the Controlling Party concerning such Infringement Claim a...
Infringement of Third Party Patents. If Licensee, or any of its Affiliates or sublicensees, is subject to an action, suit or other proceeding (“Proceeding”) by a third party for infringement of a third party's patent, trademark or other intellectual property rights in the Territory because of the manufacture, use, sale or other exploitation of the Product or the Licensed Intellectual Property in the Territory, Licensee shall promptly notify Licensor in writing of such Proceeding, and the Parties shall consult with each other to agree upon the course of action to be taken. Unless otherwise agreed in writing by the Parties, Licensor shall undertake the defense of such Proceeding with counsel of its choice (which shall be reasonably acceptable to Licensee), at its own expense, in which event Licensee shall have the right to be represented by advisory counsel of its own selection at its own expense. Licensor and Licensee shall reasonably cooperate and coordinate with each other in the defense of such Proceeding and furnish all pertinent evidence and reasonable assistance in their control. Each Party shall keep the other Party reasonably informed of all material developments in connection therewith. In the event Licensor fails to assume the defense of such Proceeding, Licensee may assume such defense at the expense of Licensor; provided, however, that Licensee will not consent to the entry of any judgment or enter into any settlement with respect to the Proceeding without the prior written consent of Licensor. In connection with the foregoing, Licensor agrees to indemnify Licensee and its Affiliates and their respective officers, directors, managers, members, employees, successors and assigns against, and agrees to hold them harmless from, any Loss arising or resulting from or relating to infringement claims of the type described in this Section 3.6.
Infringement of Third Party Patents. If a claim alleging infringement of Third Party patents is made against the Purchaser, then the Purchaser shall defend against such a claim at its cost and expense, but the Company may be represented in such event by legal counsel in an advisory capacity at its own expense. The Purchaser shall keep the Company informed of the status of the case.
Infringement of Third Party Patents. In the event that either Party becomes aware that LICENSEE’s activities pursuant to the Agreement might infringe the patents of any third party, that Party shall promptly notify the other Party. In such event, the Parties agree to discuss in good faith how to respond to such potential infringement liability. Absent agreement to the contrary, LICENSEE shall have the right and option, but not the obligation, to defend against any asserted infringement challenge at its own expense and in the name of LICENSOR, its Affiliates or assignees. Neither Party has the right to accept any judgment or enter into any settlement or otherwise dispose of any infringement claim made by a third party without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed).
Infringement of Third Party Patents. If, as a result of any claim, proceeding or litigation by any Third Party against Signal regarding Signal's proprietary whole-cell and enzyme assays occurring during the term of this Agreement, Signal or Tanabe is barred from carrying out its future material obligations herein, Tanabe has a right to terminate the Collaborative Project.
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Infringement of Third Party Patents. In the event that a Party is sued or threatened with suit by a Third Party who claims that the importation, manufacture, use, offer for sale or sale of an Anti-IgE Antibody or Anti-IgE Product is an infringement of one or more claims of a patent owned or controlled by such Third Party, the Parties shall co-operate *****, the sued or threatened Party shall immediately notify the other Parties including the available evidence of such suit or threat with respect to the allegedly infringing Anti-IgE Antibody or Anti-IgE Product. ***** notwithstanding anything in this Section 13.6, in the event that a Party wishes to settle any suit or action on a voluntary basis, the other Parties to such suit or action, if any, shall not be required to share in any settlement amounts (including, without limitation, any costs in obtaining or maintaining any license granted as part of any such settlement) unless such other Parties (if any) have first approved the terms of any such settlement.
Infringement of Third Party Patents. Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either Party pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Without limiting the generality of the foregoing, in the event either Party receives any written communication from any Third Party alleging that the manufacture, use, sale, offer for sale or import of a Supplied Item in the Territory infringes or may infringe a Patent of a Third Party, such Party shall deliver a copy of such communication to the other Party within [...***...] of receipt. SteadyMed shall have the sole right and responsibility to respond to such communication and to determine the course of action, including whether or not to seek a license under such Third Party’s Patent or contest and defend against such allegation (subject to Section 13.2 hereof), in such manner as SteadyMed, in its sole judgment, deems appropriate, and at SteadyMed’s sole expense. In no event shall Cardiome or any of its Affiliates, directly or indirectly, make or cause to be made any admission or acknowledgment, whether orally, in writing or otherwise, that the manufacture, use, sale, offer for sale or import of any Supplied Item in the Territory infringes or may infringe, or otherwise is or may be within the scope of, such Third Party’s Patent. If SteadyMed or its Affiliate obtains a license under such Third Party’s Patent to make, have made, use, sell, have sold, offer for sale or import Product or Infusion Set in the Field in the Territory (whether in connection with the settlement of any infringement action or proceeding by such Third Party or otherwise), such Patent shall be included in the SteadyMed Patents licensed to Cardiome under Section 2.1, and SteadyMed shall be solely responsible for the payment to such Third Party of all royalties and milestone payments that become due to such Third Party under the license agreement with such Third Party as a result of the Commercialization by or on behalf of Cardiome, its Affiliates, Sublicensees or Subdistributors of Product or Infusion Set in the Field in the Territory in accordance with this Agreement, provided that Cardiome shall provide to SteadyMed on a timely basis all such information regarding Cardiome’s and its Affiliates’, Sublicensees’ and Subdistributors’ activities as is necessary for SteadyMed to ascertain and comply with its royalty and milestone payment obligations to such Third...
