Common use of Infringement of Third Person Rights Clause in Contracts

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 In the event that a Third Person institutes a patent, trade secret secret, trademark or other infringement suit against Lillysuit, APBI Holdings, GenuPro or a Permitted Seller misappropriation or unfair competition suit in the Territory during the term of this Agreement, alleging that the manufacture, marketing, sale, sale or use or importation of the Product (in the case of APBI Holdings, GenuPro or a Permitted Seller) or Compound (in the case of Lilly) Xxxxx New Product infringes one or more patent patent, trademark or other intellectual property rights held by such Third Person (a “Claim”)or constitutes misappropriation or unfair competition, then APBI Holdings or GenuPro Xxxxx 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 Productclaims regardless of whether Xxxxx has standing. In the event that a Third Person institutes a patent, and trade secret, trademark or other infringement suit, or a misappropriation or unfair competition suit outside the Territory during the term of this Agreement, alleging that the manufacture, marketing, sale or use of the Xxxxx New Product outside the Territory infringes one or more patent, trademark or other intellectual property rights held by such Third Person or constitutes misappropriation or unfair competition, then Lilly shall will have the first right (but not the obligation) as they relate ), at its sole expense, to Compound. A Claim received by APBI Holdings or GenuPro related to a Compound shall be forwarded immediately to Lilly, assume direction and a Claim received by Lilly related to a Product shall be forwarded immediately to GenuPro. In control of 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 defense of pocket expenses, including attorney’s fees, incurred by APBI Holdings or GenuProsuch claims. Should either Party Xxxxx or Xxxxx (and its designee), as applicable, determine not to pursue the defense of a particular Claim, such Party shall notify the other Party claim within five thirty (530) days after notice from the other Party requesting it Xxxxx or Lilly, as applicable, to do so, then the requesting other Party will have the right (but not the obligation), at its sole expense, to assume direction and control of such claimsclaims (provided it has standing to do so). Neither Party Xxxxx will not have the right to settle or otherwise dispose of any such claim with respect to the assets licensed to Xxxxx by Lilly or Xxxxx New Product IP outside of the Territory without the written consent of otherLilly, which consent will not be unreasonably withheld. In Galen's rights set forth in this Section 6.18 are subject to Indevus' and MIT's rights to pursue Remedies pursuant to 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 LillyIndevus Agreement and MIT License Agreement.