Common use of Third Party Claims; Defense by Cipher Clause in Contracts

Third Party Claims; Defense by Cipher. If a Third Party files or threatens to file a claim, suit or action against Distributor claiming that a patent or other Intellectual Property right held by it is infringed, misappropriated or otherwise violated by the Manufacturing, Marketing or, if applicable, Testing or Packaging of the Product, and such claim, suit or action arises out of Distributor’s exercise of its rights under this Agreement, the Parties shall confer in good faith regarding such alleged infringement, misappropriation or other violation. Cipher may, but shall not be obligated to, defend any such claims, suits or actions. If Cipher elects to defend such claims, suits or actions, it shall notify Distributor that it has elected to do so. Cipher shall provide information to Distributor of the conduct of the defence of such claims, suits or actions as Distributor may reasonably request from time to time. Distributor will assist in the defence of any such claim, suit or action as reasonably requested by Cipher. The Parties shall bear [***] the cost of any payments made to Third Parties as a result of any actual or alleged infringement and all reasonable legal fees incurred by the Parties. Cipher shall not settle any such claim, suit or action if such settlement would impose on Distributor the obligation to pay any claim, without the prior express written consent of Distributor, THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.