Infringement of Third Party Rights in the Territory. (a) If any Licensed Product Commercialized by or on behalf of Sanuwave becomes the subject of a Third Party claim or assertion of infringement of such Third Party’s intellectual property, including any Patent, issued in the Territory, Sanuwave shall promptly notify Celularity and the Parties shall negotiate in good faith and agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. Subject to Sections 2.4 and 12.5, Celularity shall have the right, but not the obligation, to defend any such infringement claim, provided that all costs and expenses relating to, and arising from, the defense of any such infringement claim shall be divided equally between the Parties. Sanuwave shall provide all reasonable assistance to Celularity and reasonably cooperate in the defense of any such action. At each quarterly JSC meeting, Celularity shall provide to Sanuwave an update on the status and defense of such infringement claim during the previous calendar quarter and any other information with respect thereto as reasonably requested by Sanuwave.
(b) Celularity shall not settle or consent to judgment of any infringement claim without the prior written consent of Sanuwave, such consent not to be unreasonably delayed, conditioned, or withheld; provided, however, that if such settlement or consent to judgment does not impose any liability on, or materially affect the rights or obligations of, Sanuwave, Celularity shall have the right to settle such claim or consent to judgment (e.g., a monetary liability that is fully satisfied by Celularity on behalf of Sanuwave). In the event the Parties cannot reach consensus within five (5) Business Days after they have met and attempted to reach consensus regarding settlement of any such infringement claim (an “Infringement Dispute”), the settlement of such Infringement Dispute shall be referred to the JSC for resolution; provided, however, that the provisions of Section 3.1(c)(ii) shall not apply with respect to that particular matter and the Parties’ resolution thereof.
Infringement of Third Party Rights in the Territory. Subject to Article 11, if any Product used or sold by Licensee, its Affiliates or Sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory, Licensee shall [***] notify MTI and [***]. Licensee shall notify and keep MTI apprised in writing of any such action and shall consider and take into account MTI’s reasonable interests and requests regarding such action. Any settlement of such infringement claim that would admit liability on the part of MTI, Merck or any of their respective Affiliates shall be subject to MTI’s prior written approval, such approval not to be unreasonably withheld, conditioned or delayed.
Infringement of Third Party Rights in the Territory. (a) If any Product used or sold by either Party, its Affiliates, licensees or sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory, the Party first having notice of the claim or assertion shall promptly notify the other Party, the Parties shall agree on and enter into an “identity of interest agreement” wherein such Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action.
(b) Daewoong shall have the first right, but not the obligation, to defend any such Third Party threatened or asserted claim of infringement of a Patent as described in Section 11.6(a) above, at Daewoong’s expense. If Daewoong does not commence actions to defend such claim within thirty (30) days after it receives notice thereof (or within thirty (30) days after it should have given notice thereof to Ampio as required by Section 11.6(a)), then to the extent allowed by applicable Laws, Ampio shall have the right, but not the obligation, to control the defense of such claim by counsel of its choice, at Ampio’s expense. The non-defending Party shall reasonably cooperate with the Party conducting the defense of the claim or assertion, including, if required to conduct such defense, furnishing a power of attorney.
(c) Each Party shall have the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the participating Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party shall provide the participating Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party shall take into account reasonable requests of the participating Party regarding such enforcement or defense.
(d) Neither Party shall enter into any settlement of any claim described in this Section 11.6 that affects the other Party’s rights or interests or the scope of any Ampio Patent and/or Daewoong Patent in any material respect without such other Party’s written consent. Each Party shall have the right to decline to defend or to tender defense of any such claim to the other Party u...
Infringement of Third Party Rights in the Territory. If any Product used or sold by Amgen, its Affiliates, or Sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory, [***] shall promptly notify [***]and the Parties shall agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and, thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. [***] shall be solely responsible for the defense of any such infringement claims, provided that [***] shall provide to [***]the ability to join such action, at [***] request and expense, to pursue such action in which a patent asserted by a Party under this Section 10.5 claims [***] of the Licensed Bispecifics (any such patent, a “Subject Patent”). To the extent directly related to the Subject Patent, [***]shall keep [***] regularly informed of the status and progress of any action to the extent involving a Subject Patent, shall reasonably consider [***]’ comments on any such action with respect to such Subject Patent, and shall seek consent of [***] in any important aspects of such action with respect to such Subject Patent, including determination of litigation strategy and filing of material papers to the competent court, which consent will not be unreasonably withheld, conditioned, or delayed. In addition, [***] shall provide [***] with drafts of all material papers to be filed with the court to the extent directly related to the Subject Patent and shall in good faith incorporate all reasonable comments thereto by [***] before filing such papers. [***] shall not settle any claim, suit or action under this Section 10.5 to the extent involving a Subject Patent without the prior written consent of [***], not to be unreasonably withheld, conditioned, or delayed.
Infringement of Third Party Rights in the Territory. Subject to Article 11, if any Product used or sold by Takeda, its Affiliates or sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory, Takeda shall promptly notify ITI and the Parties shall agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. Takeda shall be solely responsible for the defense of any such infringement claims, at Takeda’s cost and expense, provided that the provisions of Section 9.4 shall govern the right of Takeda to assert a counterclaim of infringement of any ITI Patents or Joint Patents.
Infringement of Third Party Rights in the Territory. Subject to Article 11, if any Product used or sold by [* * *], its Affiliates or licensees or sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory, [* * *] shall promptly notify [* * *] and the Parties shall agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. [* * *].
Infringement of Third Party Rights in the Territory. (a) Prior to the completion of the first Phase 3 Study under this Agreement, the Parties will agree on and enter into a common interest agreement.
(b) Subject to Article 12, if a Product used or sold by Licensee, its Affiliates or Sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory (each such claim or assertion a “Third Party Claim”), Licensee will promptly notify Licensor and the Parties will work toward their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties will promptly meet to consider the Third Party Claim and the appropriate course of action. Licensee will defend any such Third Party Claim that pertains solely to patents that include claims directed specifically to any Collaboration Development Candidates, at Licensee’s cost and expense; provided that the provisions of Section 9.4 govern the right of Licensee to assert a counterclaim of infringement of any Licensor Patents or Joint Patents.
(c) If, during the Term, a Third Party Claim that pertains solely to patents that include claims directed specifically to any Collaboration Development Candidates arises which Licensee deems it necessary to defend, Licensee may reduce, to offset the costs and expenses incurred or otherwise expended by Licensee in connection with the defense or settlement of such Third Party Claim, royalties otherwise due to Licensor under Section 8.4 by up to ***** percent ***** (such royalty rates may be further reduced as set forth herein).
Infringement of Third Party Rights in the Territory. Subject to Article 11, if any Licensed Product used or sold by XXX, its Affiliates or sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent, XXX shall promptly notify Virobay and the Parties shall agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. XXX shall be solely responsible for the defense of any such infringement claims, at LEO’s cost and expense.
Infringement of Third Party Rights in the Territory. Subject to Article 10, if any Aradigm Product used or sold by Grifols, its Affiliates or licensees or sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Third Party’s Patent granted by a jurisdiction within the Territory (and such alleged infringement is caused by the Aradigm Technology and not Grifols’ use of its own or any Third Party technologies), Grifols shall promptly notify Aradigm and the Parties shall agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. Grifols shall be responsible for defending such claim (with all of its costs and expenses, including a reasonable allocation of costs of internal counsel, being reimbursed by Aradigm) and Aradigm shall provide all necessary assistance to Grifols with such defense at no cost to Grifols. Without limitation of any other rights Grifols may have under this Agreement, at law or in equity (including, without limitation, Grifols’ right to indemnification for breaches of Aradigm’s representation and warranty under Section 9.2(c)), Grifols may deduct fifty percent (50%) of its costs and expenses incurred in defending such claim (including, for this purpose, a reasonable allocation of expenses of internal counsel), such deduction to be limited to fifty percent (50%) of the royalties otherwise payable to Aradigm under this Agreement.
Infringement of Third Party Rights in the Territory. Subject to the indemnification obligations set forth in Clause [ ] if any Product used or sold by Apollomics becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory, Apollomics shall promptly notify TYG of such event and the parties shall promptly meet to properly handle the claim or assertion and take the appropriate course of action. If the parties fail to agree on the appropriate course of action, TYG shall have discretion on the action that is taken.
