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 RECEPTORS or LICENSEE pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Subject to the following sentence, RECEPTORS shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by RECEPTORS’ activities at its own expense and by counsel of its own choice. If any Third Party claim alleges that the manufacture, use or sale of a LICENSED PRODUCT infringes such Third Party’s patent rights, then LICENSEE shall have the first right to control any defense of any such claim at its expense and by counsel of its own choice, and RECEPTORS shall have the right, at its own expense, to be represented in any such action by counsel of their own choice; provided that if LICENSEE does not defend against any such Third Party claim, then RECEPTORS may assume such defense at its expense and using counsel of its own choice, in which case RECEPTORS shall keep LICENSEE fully informed with regard to the defense of such Third Party claim. RECEPTORS shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by RECEPTORS’ activities at its own expense and by counsel of its own choice. Neither RECEPTORS nor LICENSEE shall have the right to settle any patent infringement litigation under this §12.09 in a manner that diminishes the rights or interests of the other Party without first consulting the other Party.

Infringement of Third Party Rights. Each Party shall promptly notify the other in writing of any allegation by a Third Party third party that the activity of either of RECEPTORS VeriTeQ or LICENSEE PositiveID pursuant to this Agreement infringes or may infringe the intellectual property rights of such third party (“Third PartyParty Claim”). Subject to the following sentence, RECEPTORS VeriTeQ shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights Claim by RECEPTORS’ VeriTeQ’s activities at its own expense and by counsel of its own choice. If any Third Party claim Claim alleges that the manufacture, use or sale of a LICENSED PRODUCT Licensed Product infringes such Third Partythird party’s patent rights, then LICENSEE PositiveID shall have the first right to control any defense of any such claim at its expense and by counsel of its own choice, and RECEPTORS VeriTeQ shall have the right, at its own expense, to be represented in any such action by counsel of their own choice; provided that if LICENSEE PositiveID does not defend against any such Third Party claimClaim, then RECEPTORS VeriTeQ may assume such defense at its expense and using counsel of its own choice, in which case RECEPTORS VeriTeQ shall keep LICENSEE PositiveID fully informed with regard to the defense of such Third Party claimClaim. RECEPTORS VeriTeQ shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights Claim by RECEPTORS’ VeriTeQ’s activities at its own expense and by counsel of its own choice. Neither RECEPTORS VeriTeQ nor LICENSEE PositiveID shall have the right to settle any patent infringement litigation under this §12.09 Section 5.3 in a manner that diminishes the rights or interests of the other Party without first consulting the other Party.

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 RECEPTORS or LICENSEE the Parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Subject to the following sentence, RECEPTORS CYTOVIA shall have the sole first right to control any defense of any such claim involving alleged infringement of Third Party rights by RECEPTORS’ CYTOVIA’s activities at its own expense and by counsel of its own choice. If any Third Party claim alleges that the manufacture, use or sale of a LICENSED PRODUCT infringes such Third Party’s patent rights, then LICENSEE shall have the first right to control any defense of any such claim at its expense and by counsel of its own choice, and RECEPTORS PINT shall have the right, at its own expense, to be represented in any such action by counsel of their own choice; provided that if LICENSEE does not defend against any such Third Party claim, then RECEPTORS may assume such defense at its expense and using counsel of its own choice, in which case RECEPTORS shall keep LICENSEE fully informed with regard to . In the defense of such Third Party claim. RECEPTORS shall have the sole right event that CYTOVIA elects not to control any defense such defense, or fails timely to do so, the Parties shall consult concerning the continued performance of any this Agreement, it being understood and agreed that, should such claim involving alleged infringement of Third Party rights by RECEPTORS’ activities performance be continued, (a) PINT shall control such action at its own expense and risk and by counsel of its own choice, (b) CYTOVIA shall have the right, at its own expense, to be represented in any such action by counsel of its own choice, and (c) PINT shall indemnify CYTOVIA against any cost, damage, expense or loss arising from such litigation other than the fees of counsel retained by CYTOVIA for such action. Neither RECEPTORS nor LICENSEE Party shall have the right to settle any patent infringement litigation under this §12.09 Section 9.4 in a manner that diminishes the rights or interests of the other Party or that admits fault or liability on behalf of the other Party without first consulting the written consent of such other Party.

Infringement of Third Party Rights. Each Party party shall promptly notify the other in writing of any allegation by a Third Party THIRD PARTY that the activity of either of RECEPTORS or LICENSEE pursuant to this Agreement the parties hereunder infringes or may infringe the intellectual property rights of such Third PartyTHIRD PARTY. Subject to the following sentence, RECEPTORS ALLERGAN shall have the sole first right to control any defense of any such claim involving alleged infringement of Third Party THIRD PARTY rights by RECEPTORS’ ALLERGAN's activities at its own expense and by counsel of its own choice. If any Third Party claim alleges that the manufacture, use or sale of a LICENSED PRODUCT infringes such Third Party’s patent rights, then LICENSEE shall have the first right to control any defense of any such claim at its expense and under this AGREEMENT by counsel of its own choice, and RECEPTORS ALLERGAN may off-set * percent (*%) of such expenses against any payments or royalties due to ENTREMED hereunder, and ENTREMED shall have the right, at its own expense, to be represented in any such action by counsel of their own choice; provided that if LICENSEE does not defend against any such Third Party claim, then RECEPTORS may assume such defense at its expense and using counsel of its own choice, . If ALLERGAN fails to proceed in which case RECEPTORS shall keep LICENSEE fully informed a timely fashion with regard to the defense of such Third Party claim. RECEPTORS defense, ENTREMED shall have the sole right to control any such defense of any such claim involving alleged infringement of Third Party rights by RECEPTORS’ activities at its own expense and by counsel of its own choice, and ALLERGAN shall have the right to be represented in any such action by counsel of its own choice at its own expense. Neither RECEPTORS nor LICENSEE party shall have the right to settle any patent infringement litigation under this §12.09 Section 8.4 in a manner that diminishes the rights or interests of the other Party party without first consulting the other Partyconsent of such party, such consent not to 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 of either of RECEPTORS or LICENSEE the parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Subject Rechon shall, as a named party to the following sentenceinfringement allegation, RECEPTORS shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by RECEPTORS’ activities of Rechon or its Affiliates or Sublicensees under this Agreement at its own expense and Rechon’s expense, by counsel of its own Rechon’s choice. If any Third Party claim alleges ; provided, however, that the manufacture, use or sale of a LICENSED PRODUCT infringes such Third Party’s patent rights, then LICENSEE shall have the first right to control any defense of any such claim at its expense and by counsel of its own choice, and RECEPTORS NovaDel shall have the right, at its own expense, to be represented in any such action by counsel of their own choice; provided that if LICENSEE does not defend against any such Third Party claim, then RECEPTORS may assume such defense at its expense and using counsel of its own choice, in which case RECEPTORS shall keep LICENSEE fully informed with regard to the defense of such Third Party claim. RECEPTORS NovaDel shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by RECEPTORS’ NovaDel’s activities under this Agreement at NovaDel’s expense by counsel of NovaDel’s choice; provided, however, that Rechon shall have the right, at its own expense and expense, to be represented in any such action by counsel of its own choice. Notwithstanding the foregoing, any defense in any action to the extent there is an allegation or claim that a NovaDel Patent is invalid shall be subject to Section 5.3. Neither RECEPTORS nor LICENSEE party shall have the right to settle enter into any patent infringement litigation settlement or compromise with respect to any action under this §12.09 Section 5.4 in a manner that diminishes the rights or interests of the other Party party without first consulting the such other Partyparty’s prior consent, which consent shall not be unreasonably withheld or delayed.

Infringement of Third Party Rights. Each Party party shall promptly notify the other in writing of any allegation by a Third Party third party that the activity of either of RECEPTORS PositiveID or LICENSEE Licensee pursuant to this Agreement infringes or may infringe the intellectual property rights of such third party (“Third PartyParty Claim”). Subject to the following sentence, RECEPTORS PositiveID shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights Claim by RECEPTORS’ PositiveID’s activities at its own expense and by counsel of its own choice. If any Third Party claim Claim alleges that the manufacture, use or sale of a LICENSED PRODUCT Licensed Product infringes such Third Partythird party’s patent rights, then LICENSEE Licensee shall have the first right to control any defense of any such claim at its expense and by counsel of its own choice, and RECEPTORS PositiveID shall have the right, at its own expense, to be represented in any such action by counsel of their own choice; provided that if LICENSEE Licensee does not defend against any such Third Party claimClaim, then RECEPTORS PositiveID may assume such defense at its expense and using counsel of its own choice, in which case RECEPTORS PositiveID shall keep LICENSEE Licensee fully informed with regard to the defense of such Third Party claimClaim. RECEPTORS PositiveID shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights Claim by RECEPTORS’ PositiveID’s activities at its own expense and by counsel of its own choice. Neither RECEPTORS PositiveID nor LICENSEE Licensee shall have the right to settle any patent infringement litigation under this §12.09 Section 7.3 in a manner that diminishes the rights or interests of the other Party party without first consulting the other Partyparty.

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 RECEPTORS or LICENSEE pursuant to Party contemplated by this Agreement infringes infringe or may infringe the intellectual property rights of such Third Party. Subject to the following sentence, RECEPTORS Xencor shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by RECEPTORS’ Xencor’s activities at its own expense and by counsel of its own choice. If any Third Party claim alleges that the manufacture, use or sale of a LICENSED PRODUCT infringes such Third Party’s patent rights, then LICENSEE shall have the first right to control any defense of any such claim at its expense and by counsel of its own choice, and RECEPTORS INmune shall have the right, at its own expense, to be represented in any such action by counsel of their own choice; provided that if LICENSEE does not defend against any such Third Party claim, then RECEPTORS may assume such defense at its expense and using counsel of its own choice, in which case RECEPTORS shall keep LICENSEE fully informed with regard to the defense of such Third Party claim. RECEPTORS INmune shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by RECEPTORS’ INmune’s activities (other than activities within the scope of the Prosecution and Maintenance of the Licensed Patent Rights or Product Patent Rights) at its own expense and by counsel of its own choice, and Xencor shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither RECEPTORS nor LICENSEE Party shall have the right to settle any patent infringement litigation under this §12.09 Section 6.4 in a manner that diminishes the rights or interests of the other Party without first consulting the written consent of such other Party, which consent shall not be unreasonably withheld, conditioned or delayed.