Common use of Third Party Claims of Infringement Clause in Contracts

Third Party Claims of Infringement. If the manufacture, use or sale of any Product pursuant to this Agreement because of the practice of the Program Technology results in any claim, suit or proceeding alleging patent infringement against Symyx or TDCC (or its Affiliates or Sublicensees), such party shall promptly notify the other party hereto in writing setting forth the facts of such claims in reasonable detail. Each party agrees to use commercially reasonable efforts to render assistance to the other party in defending such claims of infringement as the defendant may reasonably request. The defendant shall have the exclusive right and obligation to defend and control the defense of any such claim, suit or proceeding, at its own expense, using counsel of its own choice; provided, however, it shall not enter into any settlement which admits or concedes that any Program Patent is invalid or unenforceable, without the prior written consent of the other party, which shall not be unreasonably withheld. The defendant shall keep the other party hereto reasonably informed of all material developments in connection with any such claim, suit or proceeding.

Third Party Claims of Infringement. If the manufacture, use or sale of any Product pursuant to this Agreement because of the practice of the Program Technology results in any claim, suit or proceeding alleging patent infringement against Symyx or TDCC (or its Affiliates or Sublicensees), such party shall promptly notify the other party hereto in writing setting forth the facts of such claims in reasonable detail. Each party agrees to use commercially reasonable efforts to render assistance to the other party in defending such claims of infringement as the defendant may reasonably request. The defendant shall have the exclusive * right and obligation to defend and control the defense of any such claim, suit or proceeding, at its own expense, using counsel of its own choice; provided, however, it shall not enter into any settlement which admits or concedes that any Program Patent is invalid or unenforceable, without the prior written consent of the other party, which shall not be unreasonably withheld. The defendant shall keep the other party hereto reasonably informed of all material developments in connection with any such claim, suit or proceeding.