Common use of Infringement of Third Party's Rights Clause in Contracts

Infringement of Third Party's Rights. (a) If the practice of the Licensed Patents through the manufacture, use or sale of Products by Immunotech, its Affiliates or sublicensees results in a claim for patent infringement against Immunotech, its Affiliates or sublicensees, the Party to this Agreement first having notice of that claim shall promptly notify the other Party in writing. The notice shall set forth the facts of the claim in reasonable detail. (b) If a Third Party asserts that a patent or other right owned by or licensed to it is infringed by the practice of the Licensed Patents through the manufacture, use or sale of Products by Xxxxx, its Affiliates or sublicensees pursuant to the License, Xxxxx may attempt to resolve the problem raised by the asserted infringement. The matter shall be deemed resolved if Xxxxx obtains: (a) a license permitting Xxxxx to manufacture, use and sell Products in that country on a royalty-free or royalty-bearing basis; (b) a statement or representation from the Third Party that: (1) no action will be taken against Xxxxx, its Affiliates or its sublicensees, or (2) that the patent or other right is not infringed by the manufacture, use or sale of Products by Xxxxx, its Affiliates or its sublicensees; or (c) a final judgment by a court of competent jurisdiction from which no appeal has or can be taken that the Third Party's patent(s) alleged to be infringed is invalid, or the Third Party's patent(s) or other right(s) are unenforceable or not infringed by the manufacture, use or sale of Products by Xxxxx, its Affiliates or sublicensees. Xxxxx shall have the primary right to defend any such claim. Immunotech shall have the right, but not the obligation, to participate in any such suit at its sole option and at its own expense. Each Party shall reasonably cooperate with the Party conducting the defense of the claim. Neither Party shall enter into any settlement that affects the other Party's rights or interests without such other Party's prior written consent, not to be unreasonably withheld. If Xxxxx makes a payment to any Third Party in the course of defending or settling any claim brought by a Third Party pursuant to this Section 5.16, Xxxxx shall be entitled to offset a percentage of all such amounts against any profit participation due to Immunotech hereunder due.

Infringement of Third Party's Rights. (a) If the practice of the Licensed Patents through the manufacture, use or sale of Products by ImmunotechEyeTech, its Affiliates or sublicensees results in a claim for patent infringement against ImmunotechEyeTech, its Affiliates or sublicensees, the Party to this Agreement first having notice of that claim shall promptly notify the other Party in writing. The notice shall set forth the facts of the claim in reasonable detail. (b) If a Third Party asserts that a patent or other right owned by or licensed to it is infringed by the practice of the Licensed Patents through the manufacture, use or sale of Products by XxxxxEyeTech, its Affiliates or sublicensees pursuant to the License, Xxxxx EyeTech may attempt to resolve the problem raised by the asserted infringement. The matter shall be deemed resolved if Xxxxx EyeTech obtains: : (a) a license permitting Xxxxx EyeTech to manufacture, use and sell Products in that country on a royalty-free or royalty-bearing basis; (b) a statement or representation from the Third Party that: (1) no action will be taken against XxxxxEyeTech, its Affiliates or its sublicensees, or (2) that the patent or other right is not infringed by the manufacture, use or sale of Products by XxxxxEyeTech, its Affiliates or its sublicensees; or (c) a final judgment by a court of competent jurisdiction from which no appeal has or can be taken that the Third Party's ’s patent(s) alleged to be infringed is invalid, or the Third Party's ’s patent(s) or other right(s) are unenforceable or not infringed by the manufacture, use or sale of Products by XxxxxEyeTech, its Affiliates or sublicensees. Xxxxx EyeTech shall have the primary right to defend any such claim. Immunotech Gilead shall have the right, but not the obligation, to participate in any such suit at its sole option and at its own expense. Each Party shall reasonably cooperate with the Party conducting the defense of the claim. Neither Party shall enter into any settlement that affects the other Party's ’s rights or interests without such other Party's ’s prior written consent, not to be unreasonably withheld. If Xxxxx EyeTech makes a payment to any Third Party in the course of defending or settling any claim brought by a Third Party pursuant to this Section 5.166.16, Xxxxx EyeTech shall be entitled to offset a percentage of all such amounts against any profit participation royalties due to Immunotech Gilead hereunder dueas provided in Section 3.3(b).

Infringement of Third Party's Rights. (a) If URIACH is not aware of any reason why any Third Party could claim that the practice performance of any of the Licensed Patents through operations contemplated in this Agreement, including but not limited to the development, manufacture, use or and sale of Products Compound and Product would infringe any patent rights owned or possessed by Immunotechany Third Party. The above notwithstanding URIACH does not give any warranty in respect of such matters, and both Parties agree that URIACH shall not be held liable in case that the performance of any of the operations contemplated in this Agreement is deemed to infringe any intellectual property rights of any Third Parties and that if any Third Party files any claim or takes any other action as a consequence of or derived from the performance of any of the operations contemplated in this Agreement, claiming that such operations infringe such Third Party's patent rights, whether against URIACH or against INTERNEURON, any of its Affiliates or sublicensees results in a claim for patent infringement against ImmunotechSublicensees, its Affiliates or sublicensees, the then INTERNEURON shall bear all costs and economic liabilities resulting from any such Third Party to this Agreement first having notice of that claim action and shall promptly notify the other Party in writing. The notice shall set forth the facts of the claim in reasonable detailindemnify and hold URIACH harmless. (b) If a Third The Party asserts receiving any claim in respect of which an obligation to indemnify and hold harmless exists under this clause shall promptly inform the other. The receiving Party shall be entitled to appoint counsel to defend its own case, but shall make sure that a patent or the other right owned by or licensed Party is given access to all the documentation related to the case and that such other Party is able to participate also in defending the case. Either Party, as the case may be, shall render to the other any reasonable assistance requested to it is infringed by in connection with the practice defense of the Licensed Patents through the manufacture, use or sale of Products by Xxxxx, its Affiliates or sublicensees pursuant to the License, Xxxxx may attempt to resolve the problem raised by the asserted infringement. The matter shall be deemed resolved if Xxxxx obtains:such action. (a) a license permitting Xxxxx to manufacture, use and sell Products in that country on a royalty-free or royalty-bearing basis; (b) a statement or representation from the Third Party that: (1) no action will be taken against Xxxxx, its Affiliates or its sublicensees, or (2) that the patent or other right is not infringed by the manufacture, use or sale of Products by Xxxxx, its Affiliates or its sublicensees; or (c) a final judgment by a court INTERNEURON agrees that it shall use commercially reasonable efforts to contest any claim, interim decision, injunction, order, judgement, etc stating or ruling that its activities under this Agreement infringe Third Party patent rights. In the event that INTERNEURON wishes to waive its rights of competent jurisdiction from which no appeal has or can be taken that the Third Party's patent(s) alleged settle any claim, INTERNEURON shall first consult with URIACH, shall allow URIACH to be infringed is invalid, or the Third Party's patent(s) or other right(s) are unenforceable or not infringed by the manufacture, use or sale of Products by Xxxxx, its Affiliates or sublicensees. Xxxxx shall have the primary right to defend any such claim. Immunotech shall have the right, but not the obligation, to actively participate in any such suit at its sole option and at its own expense. Each Party settlement negotiations but INTERNEURON shall reasonably cooperate with the Party conducting the defense of the claim. Neither Party shall enter into any settlement that affects the other Party's rights or interests not, without such other Party's URIACH'S prior written consent, which consent shall not to be unreasonably withheld. If Xxxxx makes a payment to withheld or delayed, settle any Third Party in the course of defending such claim or settling any claim brought by a Third Party pursuant to this Section 5.16, Xxxxx shall be entitled to offset a percentage of all such amounts against any profit participation due to Immunotech hereunder due.proceeding

Infringement of Third Party's Rights. (a) If the practice of the Licensed Patents through the manufacture, use or sale of Products by Immunotech, its Affiliates or sublicensees results in a claim for patent infringement against Immunotech, its Affiliates or sublicensees, the Party to this Agreement first having notice of that claim shall promptly notify the other Party in writing. The notice shall set forth the facts of the claim in reasonable detail. (b) If a Third Party asserts that a patent or other right owned by or licensed to it is infringed by the practice of the Licensed Patents through the manufacture, use or sale of Products by Xxxxx, its Affiliates or sublicensees pursuant to the License, Xxxxx may attempt to resolve the problem raised by the asserted infringement. The matter shall be deemed resolved if Xxxxx obtains: : (a) a license permitting Xxxxx to manufacture, use and sell Products in that country on a royalty-free or royalty-bearing basis; (b) a statement or representation from the Third Party that: (1) no action will be taken against Xxxxx, its Affiliates or its sublicensees, or (2) that the patent or other right is not infringed by the manufacture, use or sale of Products by Xxxxx, its Affiliates or its sublicensees; or (c) a final judgment by a court of competent jurisdiction from which no appeal has or can be taken that the Third Party's patent(s) alleged to be infringed is invalid, or the Third Party's patent(s) or other right(s) are unenforceable or not infringed by the manufacture, use or sale of Products by Xxxxx, its Affiliates or sublicensees. Xxxxx shall have the primary right to defend any such claim. Immunotech shall have the right, but not the obligation, to participate in any such suit at its sole option and at its own expense. Each Party shall reasonably cooperate with the Party conducting the defense of the claim. Neither Party shall enter into any settlement that affects the other Party's rights or interests without such other Party's prior written consent, not to be unreasonably withheld. If Xxxxx makes a payment to any Third Party in the course of defending or settling any claim brought by a Third Party pursuant to this Section 5.16, Xxxxx shall be entitled to offset a percentage of all such amounts against any profit participation due to Immunotech hereunder due.

Infringement of Third Party's Rights. Without prejudice to any other right they may have, should a claim that the Licensed Products (a) If the practice of as it relates to the Licensed Patents Rights) or any material part thereof, infringe a Third Party's intellectual property rights be threatened or made against BA, BLSI, or any party receiving rights to the Licensed Patents Rights through the manufactureBLSI, use or sale each of Products by Immunotech, its Affiliates or sublicensees results in a claim for patent infringement against Immunotech, its Affiliates or sublicensees, the Party to this Agreement first having notice of BA and BLSI agree that claim it shall promptly notify give the other Party prompt written notice detailing as many facts as possible concerning such claim and shall cooperate fully with the other in writingthe defense of such claim. The notice shall set forth reasonable expenses incurred by BLSI, in the facts defense of the claim in reasonable detail. (b) If a Third Party asserts that a patent or other right owned by or licensed to it is infringed by the practice of the Licensed Patents through the manufacturesuch claim, use or sale of Products by Xxxxx, its Affiliates or sublicensees pursuant to the License, Xxxxx may attempt to resolve the problem raised by the asserted infringement. The matter shall be deemed resolved first deducted from any royalty owing and then any balance shall be held in trust by BLSI until such time that the potential infringement case is terminated or settled and BA shall only have a right to such royalties held in trust if Xxxxx obtains: (a) a license permitting Xxxxx to manufacture, use and sell Products in that country on a royalty-free or royalty-bearing basis; (b) a statement or representation from the Third Party that: (1) no action will be taken claiming is unsuccessful in obtaining a judgment against Xxxxx, its Affiliates BLSI or any of its sublicensees. If the Third Party claiming the infringement is successful in obtaining a judgment against BLSI or any of its Sublicensees or if the Parties agree (BLSI acting reasonably) to amicably settle the matter, any amount held in trust and any future royalty shall first serve to pay the Third Party 's indemnity or (2) that the patent or other right is not infringed by the manufacture, use or sale damages awarded pursuant to a judgment of Products by Xxxxx, its Affiliates or its sublicensees; or (c) a final judgment by a court of competent jurisdiction or pursuant to any settlement, including any Third Party license fees occurring as a result of a judgment or settlement requiring that BLSI or any of its sublicensees obtain a license from which no appeal has or can be taken that the Third Party's patent(s) alleged , and the balance, if any, shall be payable to be infringed is invalid, or the Third Party's patent(s) or other right(s) are unenforceable or not infringed by the manufacture, use or sale of Products by Xxxxx, its Affiliates or sublicensees. Xxxxx shall have the primary right to defend any such claim. Immunotech shall have the right, but not the obligation, to participate in any such suit at its sole option and at its own expense. Each Party shall reasonably cooperate with the Party conducting the defense of the claim. Neither Party shall enter into any settlement that affects the other Party's rights or interests without such other Party's prior written consent, not to be unreasonably withheld. If Xxxxx makes a payment to any Third Party in the course of defending or settling any claim brought by a Third Party BA pursuant to this Section 5.16, Xxxxx shall be entitled to offset a percentage the provisions of all such amounts against any profit participation due to Immunotech hereunder dueArticle IV.

Infringement of Third Party's Rights. (a) If the practice of the Licensed Patents through the manufacture, use or sale of Licensed Products by ImmunotechImmunoGen, its Affiliates or sublicensees results in a claim for of patent infringement against ImmunotechImmunoGen, its Affiliates or sublicensees, the Party to this Agreement first having notice of that claim shall promptly notify the other Party in writing. The notice shall set forth the facts of the claim in reasonable detail. (b) If a Third Party asserts that a patent Patent or other right owned by or licensed to it is infringed by the practice of the Licensed Patents through the manufacture, use or sale of Licensed Products by XxxxxImmunoGen, its ImmunoGen's Affiliates or sublicensees pursuant to sublicensees, ImmunoGen shall have the License, Xxxxx may attempt exclusive right to resolve the problem raised by the asserted infringement. The matter shall be deemed resolved if Xxxxx obtains: (a) a license permitting Xxxxx to manufacture, use and sell Products in that country on a royalty-free or royalty-bearing basis; (b) a statement or representation from the Third Party that: (1) no action will be taken against Xxxxx, its Affiliates or its sublicensees, or (2) that the patent or other right is not infringed by the manufacture, use or sale of Products by Xxxxx, its Affiliates or its sublicensees; or (c) a final judgment by a court of competent jurisdiction from which no appeal has or can be taken that the Third Party's patent(s) alleged to be infringed is invalid, or the Third Party's patent(s) or other right(s) are unenforceable or not infringed by the manufacture, use or sale of Products by Xxxxx, its Affiliates or sublicensees. Xxxxx ImmunoGen shall have the primary right sole right, but not the obligation, to defend any such claim. Immunotech Raven shall have the right, but not the obligation, to participate in any such suit at its sole option and at its own expense. Each Party , and if it elects to so participate, it shall reasonably cooperate with the Party ImmunoGen in conducting the defense of the claim. Neither Party Additionally, Raven shall enter into reasonably cooperate with ImmunoGen in any settlement that affects suit being prosecuted by ImmunoGen hereunder and in which Raven is not otherwise participating pursuant to the other Partyforegoing sentence at ImmunoGen's rights expense and to the extent reasonably requested by ImmunoGen. If, as a consequence of such an action, suit or interests without such other Party's prior written consent, not to be unreasonably withheld. If Xxxxx makes a payment to any Third Party in the course of defending or settling any claim brought proceeding by a Third Party, either Party pursuant is prohibited or is only allowed in a restricted manner or subject to some conditions, financial or other, to discover, develop, manufacture, use, sell, offer for sale and/or import a Licensed Product, the Parties shall examine and discuss in good faith (i) the consequences of such prohibition or restriction or other conditions on activities governed by this Section 5.16, Xxxxx shall be entitled to offset a percentage of all such amounts against any profit participation due to Immunotech hereunder dueAgreement and (ii) possible modifications this Agreement.

Infringement of Third Party's Rights. (a) If the practice of the Licensed Patents through the manufacture, use or sale of Products by Immunotech, its Affiliates or sublicensees results in a claim for patent infringement against Immunotech, its Affiliates or sublicensees, the Party to this Agreement first having notice of that claim shall promptly notify the other Party in writing. The notice shall set forth the facts of the claim in reasonable detail. (b) If a Third Party asserts that a patent or other right owned by or licensed to it is infringed by the practice of the Licensed Patents through the manufacture, use or sale of Products by XxxxxGxxxx, its Affiliates or sublicensees pursuant to the License, Xxxxx Gxxxx may attempt to resolve the problem raised by the asserted infringement. The matter shall be deemed resolved if Xxxxx Gxxxx obtains: : (a) a license permitting Xxxxx Gxxxx to manufacture, use and sell Products in that country on a royalty-free or royalty-bearing basis; (b) a statement or representation from the Third Party that: (1) no action will be taken against XxxxxGxxxx, its Affiliates or its sublicensees, or (2) that the patent or other right is not infringed by the manufacture, use or sale of Products by XxxxxGxxxx, its Affiliates or its sublicensees; or (c) a final judgment by a court of competent jurisdiction from which no appeal has or can be taken that the Third Party's patent(s) alleged to be infringed is invalid, or the Third Party's patent(s) or other right(s) are unenforceable or not infringed by the manufacture, use or sale of Products by XxxxxGxxxx, its Affiliates or sublicensees. Xxxxx Gxxxx shall have the primary right to defend any such claim. Immunotech shall have the right, but not the obligation, to participate in any such suit at its sole option and at its own expense. Each Party shall reasonably cooperate with the Party conducting the defense of the claim. Neither Party shall enter into any settlement that affects the other Party's rights or interests without such other Party's prior written consent, not to be unreasonably withheld. If Xxxxx Gxxxx makes a payment to any Third Party in the course of defending or settling any claim brought by a Third Party pursuant to this Section 5.16, Xxxxx Gxxxx shall be entitled to offset a percentage of all such amounts against any profit participation due to Immunotech hereunder due.

Infringement of Third Party's Rights. (a) If the practice of the Licensed Patents through the manufacture, use or sale of Licensed Products by ImmunotechImmunoGen, its Affiliates or sublicensees results in a claim for of patent infringement against ImmunotechImmunoGen, its Affiliates or sublicensees, the Party to this Agreement first having notice of that claim shall promptly notify the other Party in writing. The notice shall set forth the facts of the claim in reasonable detail. (b) If a Third Party asserts that a patent Patent or other right owned by or licensed to it is infringed by the practice of the Licensed Patents through the manufacture, use or sale of Licensed Products by XxxxxImmunoGen, its ImmunoGen's Affiliates or sublicensees pursuant to sublicensees, ImmunoGen shall have the License, Xxxxx may attempt exclusive right to resolve the problem raised by the asserted infringement. The matter shall be deemed resolved if Xxxxx obtains: (a) a license permitting Xxxxx to manufacture, use and sell Products in that country on a royalty-free or royalty-bearing basis; (b) a statement or representation from the Third Party that: (1) no action will be taken against Xxxxx, its Affiliates or its sublicensees, or (2) that the patent or other right is not infringed by the manufacture, use or sale of Products by Xxxxx, its Affiliates or its sublicensees; or (c) a final judgment by a court of competent jurisdiction from which no appeal has or can be taken that the Third Party's patent(s) alleged to be infringed is invalid, or the Third Party's patent(s) or other right(s) are unenforceable or not infringed by the manufacture, use or sale of Products by Xxxxx, its Affiliates or sublicensees. Xxxxx ImmunoGen shall have the primary right sole right, but not the obligation, to defend any such claim. Immunotech Raven shall have the right, but not the obligation, to participate in any such suit at its sole option and at its own expense. Each Party , and if it elects to so participate, it shall reasonably cooperate with the Party ImmunoGen in conducting the defense of the claim. Neither Party Additionally, Raven shall enter into reasonably cooperate with ImmunoGen in any settlement that affects suit being prosecuted by ImmunoGen hereunder and in which Raven is not otherwise participating pursuant to the other Partyforegoing sentence at ImmunoGen's rights expense and to the extent reasonably requested by ImmunoGen. If, as a consequence of such an action, suit or interests without such other Party's prior written consent, not to be unreasonably withheld. If Xxxxx makes a payment to any Third Party in the course of defending or settling any claim brought proceeding by a Third Party, either Party pursuant is prohibited or is only allowed in a restricted manner or subject to some conditions, financial or other, to discover, develop, manufacture, use, sell, offer for sale and/or import a Licensed Product, the Parties shall examine and discuss in good faith (i) the consequences of such prohibition or restriction or other conditions on activities governed by this Section 5.16, Xxxxx shall be entitled to offset a percentage of all such amounts against any profit participation due to Immunotech hereunder dueAgreement and (ii) possible modifications this Agreement.