Common use of Infringement of Third Party Rights Clause in Contracts

Infringement of Third Party Rights. Each party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Maxim shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Maxim’s activities at its own expense and by counsel of its own choice, and Myriad shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Myriad shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Myriad’s activities at its own expense and by counsel of its own choice, and Maxim shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither party shall have the right to settle any patent infringement litigation under this Section 8.5 in a manner that diminishes the rights or interests of the other party without the written consent of such other party (which shall not be unreasonably withheld).

Infringement of Third Party Rights. Each party shall promptly notify the other in writing of any allegation by a Third Party that the activity activities of either of the parties pursuant to this party contemplated by This Agreement infringes infringe or may infringe the intellectual property rights of such Third Party. Maxim Gen-Probe shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by MaximGen-Probe’s activities activities, at its own expense and by counsel of its own choice, and Myriad Company shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Myriad Company shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by MyriadCompany’s activities at its own expense and by counsel of its own choice, and Maxim Gen-Probe shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither party shall have the right to settle any patent infringement litigation under this Section 8.5 5.4 in a manner that diminishes the rights or interests of the other party without the written consent of such other party (party, which consent shall not be unreasonably withheld), conditioned or delayed.

Infringement of Third Party Rights. Each party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Maxim Curis shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Maxim’s Curis’ activities at its own expense and by counsel of its own choice, and Myriad GBMT shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Myriad GBMT shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by MyriadGBMT’s activities at its own expense and by counsel of its own choice, and Maxim Curis shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither party shall have the right to settle any patent infringement litigation under this Section 8.5 6.5 in a manner that diminishes admits the rights invalidity or interests unenforceability of the other party party’s Patents or imposes any restriction or obligation on the other party, without the written consent of such other party (party, which shall not be unreasonably withheld).

Infringement of Third Party Rights. Each party Party shall promptly notify the other in writing of any allegation by a Third Party that the activity Manufacture, use or sale of either of the parties pursuant to this Agreement Product infringes or may infringe the intellectual property rights of such Third Party. Maxim Cidara shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by MaximCidara’s activities at its own expense and by counsel of its own choice, and Myriad Xxxxxxx shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Myriad Xxxxxxx shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Myriad’s Xxxxxxx’x activities at its own expense and by counsel of its own choice, and Maxim Cidara shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither party Party shall have the right to settle any patent infringement litigation under this Section 8.5 in a manner that diminishes the rights or interests of the other party Party without the written consent of such other party Party (which shall not be unreasonably withheld).

Infringement of Third Party Rights. Each party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Maxim Trius shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Maxim’s Trius’ activities at its own expense and by counsel of its own choice, and Myriad Bayer shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Myriad Bayer shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by MyriadBayer’s activities at its own expense and by counsel of its own choice, and Maxim Trius shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither party shall have the right to settle any patent infringement litigation under this Section 8.5 7.5 in a manner that diminishes the rights or interests of the other party without the written consent of such other party (which shall not be unreasonably withheld); provided, however, that Bayer shall have the right to obtain a license under the Third Party’s Patents in connection with settlement of any alleged infringement claim pursuant to this Section 7.5, and shall be entitled to deduct royalties paid to such Third Party to the extent Section 5.5 sentence 2 applies.

Infringement of Third Party Rights. Each party shall promptly notify the other party in writing of any allegation by a Third Party that the activity of either of the parties party pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Maxim Ardea shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by MaximArdea’s activities activities, at its own expense and by counsel of its own choice, and Myriad Bayer shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Myriad Bayer shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by MyriadBayer’s activities activities, at its own expense and by counsel of its own choice, and Maxim Ardea shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither party shall have the right to settle any patent infringement litigation relating to any Ardea Patent or Joint Patent under this Section 8.5 7.5 in a manner that diminishes the rights or interests of the other party without the prior written consent of such other party (which shall not be unreasonably withheld).

Infringement of Third Party Rights. Each party shall promptly notify the other in writing of any allegation by a Third Party that the activity manufacture, use or sale of either of the parties pursuant to this Agreement any Product infringes or may infringe the intellectual property rights of such Third Party. Maxim Dong-A shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by MaximDong-A’s activities at its own expense and by counsel of its own choice, and Myriad Rx3 shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Myriad Rx3 shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by MyriadRx3’s activities at its own expense and by counsel of its own choice, and Maxim Dong-A shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither party shall have the right to settle any patent infringement litigation under this Section 8.5 6.4 in a manner that diminishes the rights or interests of the other party without the written consent of such other party (party, which shall not be unreasonably withheld).

Infringement of Third Party Rights. Each party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Maxim Synosia shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by MaximXxxxxxx’s activities at its own expense and by counsel of its own choice, and Myriad Roche shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Myriad Roche shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Myriad’s Xxxxx’x activities at its own expense and by counsel of its own choice, and Maxim Synosia shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither party shall have the right to settle any patent infringement litigation under this Section 8.5 7.5 in a manner that diminishes the rights or interests of the other party without the written consent of such other party (which shall not be unreasonably withheld).

Infringement of Third Party Rights. Each party shall promptly notify the other in writing of any allegation by a Third Party that the activity activities of either of the parties pursuant to party contemplated by this Agreement infringes infringe or may infringe the intellectual property rights of such Third Party. Maxim Optherion shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by MaximOptherion’s activities activities, at its own expense and by counsel of its own choice, and Myriad Sequenom shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Myriad Sequenom shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by MyriadSequenom’s activities at its own expense and by counsel of its own choice, and Maxim Optherion shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither party shall have the right to settle any patent infringement litigation under this Section 8.5 6.3 in a manner that diminishes the rights or interests of the other party without the written consent of such other party (party, which consent shall not be unreasonably withheld).withheld or delayed. Sequenom-Optherion License Agreement – Confidential 20

Infringement of Third Party Rights. Each party Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the parties Parties pursuant to this License Agreement infringes or may infringe the intellectual property rights of such Third Party. Maxim MPI shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by MaximMPI’s activities at its own expense and by counsel of its own choice, and Myriad SBI shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Myriad SBI shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by MyriadSBI’s activities at its own expense and by counsel of its own choice, and Maxim MPI shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither party Party shall have the right to settle any patent infringement litigation under this Section 8.5 11.2 in a manner that diminishes the rights or interests of the other party Party without the written consent of such other party Party (which shall not be unreasonably withheldwithheld or delayed).

Infringement of Third Party Rights. Each party Party shall promptly notify the other Party in writing of any allegation by a Third Party that the activity of either of the parties Party pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Maxim Optimer shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by MaximOptimer’s activities activities, at its own Optimer’s sole cost and expense and by counsel of its own choice, and Myriad Partner shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Myriad Partner shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by MyriadPartner’s activities activities, at its own Partner’s sole cost and expense and by counsel of its own choice, and Maxim Optimer shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither party Party shall have the right to settle enter into any patent infringement litigation settlement or compromise of any action under this Section 8.5 9.4 which would in a any manner that diminishes the rights alter, diminish, or interests be in derogation of the other party Party’s rights under this Agreement without the prior written consent of such other party (Party, which shall not be unreasonably withheld).

Infringement of Third Party Rights. Each party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Maxim Vical shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by MaximVical’s activities at its own expense and by counsel of its own choice, and Myriad AnGes shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Myriad AnGes shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Myriad’s AnGes’ activities at its own expense and by counsel of its own choice, and Maxim Vical shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither party shall have the right to settle any patent infringement litigation under this Section 8.5 8.4 in a manner that diminishes the rights or interests of the other party without the written consent of such other party (which shall not be unreasonably withheldwithheld or delayed).

Infringement of Third Party Rights. Each party shall promptly notify the other in writing of any allegation by a Third Party that the activity manufacture, use or sale of either of the parties pursuant to this Agreement any Product infringes or may infringe the intellectual property rights of such Third Party. Maxim EpiCept shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by MaximEpiCept’s activities at its own expense and by counsel of its own choice, and Myriad MEDA shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Myriad MEDA shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by MyriadMEDA’s activities at its own expense and by counsel of its own choice, and Maxim EpiCept shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither party shall have the right to settle any patent infringement litigation under this Section 8.5 6.4 in a manner that diminishes the rights or interests of the other party without the written consent of such other party (which shall not be unreasonably withheld). To the extent MEDA incurs any costs defending any such claim or is required to pay any damages or payments to settle any such claim, it may offset 50% of all such costs, damages and payments against all payments payable to EpiCept hereunder up to 50% of the amounts otherwise payable to EpiCept.