Common use of Infringement of Third Person Rights Clause in Contracts

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. 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 Territory (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 Advancis or another Permitted Seller during the term of this AgreementSeller, 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 (i) in the case of any allegation relating to Assigned Intellectual Property Advancis will have the first sole right (but not the obligation), at its sole expense, to assume direction and control of the defense and (ii) in the case 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)Licensed Patents, the Licensed Technology, or the Technology and Licensed Trademark and Trade Dress, as to which Lilly Advancis 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, Advancis 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 Lilly will have the right (but not the obligation), at its sole expense, to assume direction and control of such claims. NeoSan Advancis 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 that has an adverse affect on the validity, enforceability or ownership thereof, without the consent of Lilly, which consent will not be unreasonably withheld.

Infringement of Third Person Rights. In the event that a Third Person institutes a patent, trade secret, trademark trademark, copyright, domain name or other infringement suitAction or Proceeding, or a misappropriation or unfair competition suit Action or Proceeding in the United States Territory (including any suit claiming confusion, deception or dilution of a trademark by the Assigned Trademarks, Assigned Trade Dress Dress, Licensed Technology or Licensed Trademark and Trade Dress or interference with any pending or issued patent claim (pending or issued)) against NeoSan ViroPharma or another Permitted Seller during the term of this Agreement, alleging that the manufacture, marketing, sale, offer for sale or use of the Product infringes one or more Patent, trademark trademark, copyright, domain name or other intellectual property rights held by such Third Person or constitutes misappropriation or unfair competition, then NeoSan (i) in the case of any allegation relating to the Assigned Intellectual Property, ViroPharma will have the first sole right (but not the obligation), at its sole expense, to assume direction and control of the defense and (ii) in the case 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 Technology and Licensed Trademark and Trade Dress, as to which Lilly ViroPharma 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, ViroPharma 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 Lilly will have the right (but not the obligation), at its sole expense, to assume direction and control of such claims. NeoSan ViroPharma 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 that has an adverse affect on the validity, enforceability or ownership thereof, without the consent of Lilly, which consent will not be unreasonably withheld.