Common use of Third Party Claims; Third Party Royalties Clause in Contracts

Third Party Claims; Third Party Royalties. In the event of a Third Party Claim against Shire, New River or their respective Affiliates alleging that the making, using, importing, selling or offering to sell a Collaboration Product infringes or will infringe claims in any patents of a Third Party, the Party first obtaining knowledge of such Third Party Claim shall immediately provide the other Party notice of such Third Party Claim with the related facts in reasonable detail. Shire shall have the first right, but not the obligation, to control such defense with respect to the Collaboration Product with an attorney of Shire’s choice if Shire or any of its Affiliates are named as a party to such Third Party claim and New River or any of its Affiliates are not. In such case, New River shall have the right to be represented by independent counsel at New River’s own expense. New River shall have the first right, but not the obligation, to control such defense with respect to the Collaboration Product with an attorney of New River’s choice if New River or any of its Affiliates are named as a party to such Third Party claim and Shire or any of its Affiliates are not. In such case, Shire shall have the right to be represented by independent counsel at Shire’s own expense. If either Party refuses to accept control of the defense of a Third Party Claim for which it has the first right to control defense hereunder within [*] after receiving or giving notice thereof, then the other Party shall have the right to defend against such Third Party Claim. In such case, such refusing Party shall have the right to be represented by independent counsel at its own expense. If (1) Shire or any of its Affiliates and (2) New River or any of its Affiliates are named as parties to such Third Party Claim, then the Parties will have the joint right, but not the obligation, to control such defense with respect to the Collaboration Product with an attorney of their mutual agreement. If the Parties are unable to agree on such joint defense, then the Parties will use good faith efforts to determine the Party to assume control of such defense and choice of counsel. In such case, the other Party shall have the right to be represented by independent counsel at its own expense. If, as a result of a judgment in any litigation or settlement with a Third Party, Shire or its Affiliates are required to pay royalties to any Third Party (“Third Party Royalty”), then, on a country-by-country basis and product-by-product basis, the royalty due to New River under this Agreement with respect to Net Sales in the ROW Territory will be [*] of the Third Party Royalty, provided that the royalty due to New River will not be reduced to less than [*] of the royalty that would be due to New River in the absence of such Third Party Royalty.

Third Party Claims; Third Party Royalties. In the event of a Third Party Claim against Shire, New River Duramed or their respective Affiliates alleging that the making, using, importing, selling or offering to sell a Collaboration Product infringes or will shall infringe claims in any patents of a Third Party, the Party first obtaining knowledge of such Third Party Claim shall immediately provide the other Party notice of such Third Party Claim with the related facts in reasonable detail. Shire shall have the first right, but not the obligation, sole right to control such defense with respect to the any Collaboration Product with an attorney of Shire’s choice if the alleged infringing activity relates solely to the Shire or any of its Affiliates are named as a party to such Third Party claim and New River or any of its Affiliates are notTerritory. In such case, New River Duramed shall have the right to be represented by independent counsel at New RiverDuramed’s own expense. New River Duramed shall have the first right, but not the obligation, sole right to control such defense with respect to the any Collaboration Product with an attorney of New RiverDuramed’s choice if New River or any of its Affiliates are named as a party the alleged infringing activity relates solely to such Third Party claim and Shire or any of its Affiliates are notthe Duramed Territory. In such case, Shire shall have the right to be represented by independent counsel at Shire’s own expense. If either Party refuses the alleged infringing activity relates to accept control of both the defense of a Third Party Claim for which it has Duramed Territory and the first right to control defense hereunder within [*] after receiving or giving notice thereof, then the other Party shall have the right to defend against such Third Party Claim. In such case, such refusing Party shall have the right to be represented by independent counsel at its own expense. If (1) Shire or any of its Affiliates and (2) New River or any of its Affiliates are named as parties to such Third Party ClaimTerritory, then the Parties will shall have the joint right, but not the obligation, to control such defense with respect to the Collaboration Product with an attorney of their mutual agreement. If the Parties are unable to agree on such joint defense, then the Parties will shall use good faith efforts to determine the Party to assume control of such defense and choice of counsel. In such case, the other Party shall have the right to be represented by independent counsel at its own expense. If, as a result of a judgment in any litigation or settlement with a Third Party, Shire either Party or its Affiliates are is required to pay royalties to any Third Party, such Party (“Third Party Royalty”), then, on a country-by-country basis and product-by-product basis, the royalty due to New River under this Agreement with respect to Net Sales in the ROW Territory will be [*] of the Third Party Royalty, provided that the royalty due to New River will not be reduced to less than [*] of the royalty that would be due to New River in the absence shall bear all cost of such Third Party Royaltyroyalties.