Common use of Third Party Infringement Claims Clause in Contracts

Third Party Infringement Claims. Each party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the parties pursuant to this Agreement infringes or may infringe or misappropriate the intellectual property rights of such Third Party. NSC shall have the sole and exclusive right to control, direct or defend in its own name any defense, action, appeal of any such claim, action, proceeding at its own expense and by counsel of its own choice. If NSC fails to defend any such claim against NSC, and the failure to so defend would have an adverse effect on any Patent within the Licensed Patents, then LICENSOR shall have the right to assume the defense against such claim at its own expense and by counsel of its own choice. Neither party shall have the right to settle any patent infringement or misappropriation litigation under this Section 4.4 relating to the Patents in a manner that diminishes the rights or interests of the other party without the consent of such other party (which shall not be unreasonably withheld). During the pendency of any such proceeding or any appeal thereof, any payment hereunder to LICENSOR shall be paid by NSC into an interest-bearing escrow account pending the outcome of such proceeding. Upon a favourable final .resolution of such proceeding or any appeal thereof retaining the full rights, NSC shall resume paying NSC the full royalties, and all funds in such escrow account shall be paid to LICENSOR Upon an unfavourable final resolution of such proceeding or any appeal thereof, the funds in such escrow account shall be applied toward the damage award in such action, if any, and the balance, if any, paid to LICENSOR.

Third Party Infringement Claims. Each party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the parties pursuant to this Agreement infringes or may infringe or misappropriate the intellectual property rights of such Third Party. NSC HaptoGuard shall have the sole and exclusive right to control, direct or defend in its own name any defense, action, appeal of any such claim, action, proceeding at its own expense and by counsel of its own choice. If NSC HaptoGuard fails to defend any such claim against NSCOXIS, and the failure to so defend would have an adverse effect on any Patent within the Licensed Patents, then LICENSOR OXIS shall have the right to assume the defense against such claim at its own expense and by counsel of its own choice. Neither party shall have the right to settle any patent infringement or misappropriation litigation under this Section 4.4 relating to the Patents in a manner that diminishes the rights or interests of the other party without the consent of such other party (which shall not be unreasonably withheld). During the pendency of any such proceeding or any appeal thereof, any payment hereunder to LICENSOR OXIS shall be paid by NSC HaptoGuard into an interest-bearing escrow account pending the outcome of such proceeding. Upon a favourable favorable final .resolution resolution of such proceeding or any appeal thereof retaining the full rights, NSC HaptoGuard shall resume paying NSC OXIS the full royalties, and all funds in such escrow account shall be paid to LICENSOR OXIS. Upon an unfavourable unfavorable final resolution of such proceeding or any appeal thereof, the funds in such escrow account shall be applied toward the damage award in such action, if any, and the balance, if any, paid to LICENSOROXIS.

Third Party Infringement Claims. Each party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the parties pursuant to this Agreement infringes or may infringe or misappropriate the intellectual property rights of such Third Party. NSC Alteon shall have the sole and exclusive right to control, direct or defend in its own name any defense, action, appeal of any such claim, action, proceeding proceeding, re-examination, opposition, at its own expense and by counsel of its own choicechoice without the consent of OXIS. If NSC Alteon fails to defend any such claim against NSCOXIS, and the failure to so defend would have an adverse effect on any Patent within the Licensed Patents, then LICENSOR OXIS shall then have the right to assume the defense against such claim at its own expense and by counsel of its own choice. Neither party shall have the right to settle any patent infringement or misappropriation litigation under this Section 4.4 4.3 relating to the Patents in a manner that diminishes the rights or interests of the other party without the consent of such other party (which shall not be unreasonably withheld). During the pendency of any such proceeding or any appeal thereof, any payment hereunder to LICENSOR OXIS shall be paid by NSC Alteon into an interest-bearing escrow account pending the outcome of such proceeding. Upon a favourable favorable final .resolution resolution of such proceeding or any appeal thereof retaining the full rights, NSC Alteon shall resume paying NSC OXIS the full royalties, and all funds in such escrow account shall be paid to LICENSOR OXIS. Upon an unfavourable unfavorable final resolution of such proceeding or any appeal thereof, the funds in such escrow account shall be applied toward the damage award in such action, if any, and the balance, if any, paid to LICENSOROXIS.

Third Party Infringement Claims. Each party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the parties pursuant to this Agreement infringes or may infringe or misappropriate the intellectual property rights of such Third Party. NSC Alteon shall have the sole and exclusive right to control, direct or defend in its own name any defense, action, appeal of any such claim, action, proceeding proceeding, re-examination, opposition, at its own expense and by counsel of its own choicechoice without the consent of OXIS. If NSC Alteon fails to defend any such claim against NSCOXIS, and the failure to so defend would have an adverse effect on any Patent within the Licensed Patents, then LICENSOR OXIS shall then have the right to assume the defense against such claim at its own expense and by counsel of its own choice. Neither party shall have the right to settle any patent infringement or misappropriation litigation under this Section 4.4 4.3 relating to the Patents in a manner that diminishes the rights or interests of the other party without the consent of such other party (which shall not be unreasonably withheld). During the pendency of any such proceeding or any appeal thereof, any payment hereunder to LICENSOR OXIS shall be paid by NSC Alteon into an interest-bearing interest­-bearing escrow account pending the outcome of such proceeding. Upon a favourable favorable final .resolution resolution of such proceeding or any appeal thereof retaining the full rights, NSC Alteon shall resume paying NSC OXIS the full royalties, and all funds in such escrow account shall be paid to LICENSOR OXIS. Upon an unfavourable unfavorable final resolution of such proceeding or any appeal thereof, the funds in such escrow account shall be applied toward the damage award in such action, if any, and the balance, if any, paid to LICENSOROXIS.

Third Party Infringement Claims. Each party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the parties pursuant to this Agreement infringes or may infringe or misappropriate the intellectual property rights of such Third Party. NSC PROTEONOMIX shall have the sole and exclusive right to control, direct or defend in its own name any defense, action, appeal of any such claim, action, proceeding at its own expense and by counsel of its own choice. If NSC PROTEONOMIX fails to defend any such claim against NSCclaim, and the failure to so defend would have an adverse effect on any Patent within the Licensed Patents, then LICENSOR shall have the right to assume the defense against such claim at its own expense and by counsel of its own choice. Neither party shall have the right to settle any patent infringement or misappropriation litigation under this Section 4.4 relating to the Patents in a manner that diminishes the rights or interests of the other party without the consent of such other party (which shall not be unreasonably withheld). During the pendency of any such proceeding or any appeal thereof, any payment hereunder to LICENSOR shall be paid by NSC PROTEONOMIX into an interest-bearing interest­-bearing escrow account pending the outcome of such proceeding. Upon a favourable final .resolution resolution of such proceeding or any appeal thereof retaining the full rights, NSC PROTEONOMIX shall resume paying NSC PROTEONOMIX the full royalties, and all funds in such escrow account shall be paid to LICENSOR LICENSOR. Upon an unfavourable final resolution of such proceeding or any appeal thereof, the funds in such escrow account shall be applied toward the damage award in such action, if any, and the balance, if any, paid to LICENSOR.

Third Party Infringement Claims. Each party Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the parties Parties pursuant to this Agreement infringes or may infringe or misappropriate the intellectual property rights of such Third Party. NSC Proteonomix shall have the sole and exclusive right to control, direct or defend in its own name any defense, action, appeal of any such claim, action, proceeding at its own expense and by counsel of its own choice. If NSC Proteonomix fails to defend any such claim against NSCProteonomix, and the failure to so defend would have an adverse effect on any Patent within the Licensed Patents, then LICENSOR the Licensor shall have the right to assume the defense against such claim at its own expense and by counsel of its own choice. Neither party Party shall have the right to settle any patent infringement or misappropriation litigation under this Section 4.4 relating to the Patents in a manner that diminishes the rights or interests of the other party Party without the consent of such other party Party (which shall not be unreasonably withheld). During the pendency of any such proceeding or any appeal thereof, any payment hereunder to LICENSOR the Licensor shall be paid by NSC Proteonomix into an interest-bearing escrow account pending the outcome of such proceeding. Upon a favourable favorable final .resolution resolution of such proceeding or any appeal thereof retaining the full rights, NSC Proteonomix shall resume paying NSC the Licensor the full royalties, and all funds in such escrow account shall be paid to LICENSOR the Licensor. Upon an unfavourable unfavorable final resolution of such proceeding or any appeal thereof, the funds in such escrow account shall be applied toward the damage award in such action, if any, and the balance, if any, paid to LICENSORthe Licensor.