Infringement of Third Person Rights. In the event that a Third Person institutes a patent, trade secret, trademark or other infringement suit, or a misappropriation or unfair competition suit in the United States (including any suit claiming confusion, deception or dilution of a trademark by the Assigned Trademarks, Assigned Trade Dress or Licensed Trademark and Trade Dress or interference with any patent claim (pending or issued)) against NeoSan or another Permitted Seller during the term of this Agreement, alleging that the manufacture, marketing, sale or use of the Product infringes one or more Patent, trademark or other intellectual property rights held by such Third Person or constitutes misappropriation or unfair competition, then NeoSan will have the first right (but not the obligation), at its sole expense, to assume direction and control of the defense of such claims except to the extent such suit relates to the Assigned Trade Dress (as it relates to an infringement outside of the United States), the Licensed Technology, or the Licensed Trademark and Trade Dress, as to which Lilly will have the first right (but not the obligation), at its sole expense, to assume direction and control of the defense of such claims. Should NeoSan or Lilly, as applicable, determine not to pursue the defense of a particular claim within thirty (30) days after notice from the other Party requesting NeoSan or Lilly, as applicable, to do so, then the other Party will have the right (but not the obligation), at its sole expense, to assume direction and control of such claims. NeoSan will not have the right to settle or otherwise dispose of any such claim with respect to the Assigned Trade Dress (as it relates to an infringement outside of the United States), the Licensed Technology or the Licensed Trademark and Trade Dress without the consent of Lilly, which consent will not be unreasonably withheld.
Infringement of Third Person Rights. If a Third Person institutes a patent, trade secret or other infringement suit against Lilly, APBI Holdings, GenuPro or a Permitted Seller during the term of this Agreement, alleging that the manufacture, marketing, sale, use or importation of Product (in the case of APBI Holdings, GenuPro or a Permitted Seller) or Compound (in the case of Lilly) infringes one or more patent or other intellectual property rights held by such Third Person (a “Claim”), then APBI Holdings or GenuPro will have the first right (but not the obligation), at its sole expense, to assume direction and control of the defense of such Claims as they relate to Product, and Lilly shall have the first right (but not the obligation) as they relate to Compound. A Claim received by APBI Holdings or GenuPro related to a Compound shall be forwarded immediately to Lilly, and a Claim received by Lilly related to a Product shall be forwarded immediately to GenuPro. In the event APBI Holdings or GenuPro is deemed to be a necessary party for any suit relating to Compound or Lilly requests any assistance from APBI Holdings or GenuPro, Lilly shall pay all out of pocket expenses, including attorney’s fees, incurred by APBI Holdings or GenuPro. Should either Party determine not to pursue the defense of a particular Claim, such Party shall notify the other Party within five (5) days after notice from the other Party requesting it to do so, then the requesting Party will have the right (but not the obligation), at its sole expense, to assume direction and control of such claims. Neither Party will have the right to settle or otherwise dispose of any such claim without the consent of other, which consent will not be unreasonably withheld. In the event Lilly is deemed to be a necessary party for any suit relating to Dapoxetine or APBI Holdings requests any assistance from Lilly, APBI Holdings shall pay all out of pocket expenses, including attorney’s fees, incurred by Lilly.
Infringement of Third Person Rights. If a Third Person institutes a patent, trade secret or other infringement suit against Magen or a Permitted Seller during the term of this Agreement, alleging that the manufacture, marketing, sale, use or importation of a Licensed Product infringes one or more patent or other intellectual property rights held by such Third Person, then Magen (or its Affiliate or sublicensee, as applicable) will have the sole right (but not the obligation), at [*] expense, to assume direction and control of the defense of such claims. Lilly will use all reasonable efforts to assist and cooperate with Magen in Magen’s defense of the claims, including providing a power of attorney if necessary. Magen will not have the right to settle or otherwise dispose of any such claim in a manner that materially negatively impacts Lilly’s interest in the Lilly Patents without the consent of Lilly, which consent will not be unreasonably withheld.
Infringement of Third Person Rights. If a Third Person institutes a patent, trade secret or other infringement suit against Licensee, a permitted sublicensee or a Permitted Seller during the term of this Agreement, alleging that the manufacture, marketing, sale or use of the Product infringes one or more patent or other intellectual property rights held by such Third Person, then Licensee will have the first right (but not the obligation), at its sole expense, to assume direction and control of the defense of such claims. Should Licensee determine not to pursue the defense of a particular claim within [***] after notice from Lilly, then Lilly will have the right (but not the obligation), at its sole expense, to assume direction and control of such claims. Licensee will not have the right to settle or otherwise dispose of any such claim without the consent of Lilly, which consent will not be unreasonably withheld.
Infringement of Third Person Rights. If a Third Person institutes a patent, trade secret or other infringement suit against CoLucid or a Permitted Seller during the term of this Agreement, alleging that the manufacture, marketing, sale, use or importation of the Product infringes one or more patent or other intellectual property rights held by such Third Person, then CoLucid will have the sole right (but not the CONFIDENTIAL TREATMENT REQUESTED [*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 406 of the Securities Act of 1933, as amended, and Rule 24b-2 of the Securities Exchange Act of 1934, as amended. obligation), at its sole expense, to assume direction and control of the defense of such claims. At CoLucid’s request, Lilly will provide reasonable assistance in connection with the defense of such claims, and CoLucid will reimburse Lilly for all documented reasonable expenses incurred by Lilly in connection therewith. CoLucid will not have the right to settle or otherwise dispose of any such claim without the consent of Lilly, which consent will not be unreasonably withheld, unless there is no finding or admission of either infringement by or non-validity of any Licensed Patent or Lilly Know-How.
Infringement of Third Person Rights. If a Third Person institutes a patent, trade secret or other infringement suit against InterMune, a permitted sublicensee or a Permitted Seller during the term of this Agreement, alleging that the manufacture, marketing, sale or use of the Product infringes one or more patent or other intellectual property rights held by such Third Person, then InterMune will have the first right (but not the obligation), at its sole expense, to assume direction and control of the defense of such claims except to the extent such suit [*] in which event Lilly will have the first right (but not the obligation), at its sole expense, to assume direction and control of the defense of such claims. Should InterMune or Lilly, as applicable, determine not to pursue the defense of a particular claim within [*] after notice from the other Party requesting InterMune or Lilly, as applicable, to do so, then the other Party will have the right (but not the obligation), at its sole expense, to assume direction and control of such claims. InterMune will not have the right to settle or otherwise dispose of any such claim [*] without the consent of Lilly, which consent will not be unreasonably withheld. [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Infringement of Third Person Rights. If a Third Person institutes a patent, trade secret or other infringement suit against Neurogenetics or a Permitted Seller during the term of this Agreement, alleging that the manufacture, marketing, sale, use or importation of the Product infringes one or more patent or other intellectual property rights held by such Third Person, then Neurogenetics will have the sole right (but not the obligation), at its sole expense, to assume direction and control of the defense of such claims. Neurogenetics will not have the right to settle or otherwise dispose of any such claim in a manner that would diminish the rights or interests of Lilly without the consent of Lilly, which consent will not be unreasonably withheld.
Infringement of Third Person Rights
