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 If the making, sale, importation, or use of any Licensed Product in the Territory pursuant to this Agreement results in a claim, suit or proceeding by a Third Party alleging patent infringement against SuperGen or MGI (or their respective Affiliates or Licensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing writing. Subject to Article 13, the Party subject to such Infringement Action shall have the exclusive right to defend and control the defense thereof (including the conclusion of any allegation by a Third Party that potential settlement, but limited to the activity of either of the parties rights granted 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 Agreement) using counsel of its own choice,and also subject to Article 13 the Infringement Action shall be at such Party’s own expense; provided, however, that the Party not responsible under the foregoing for defending such Infringement Action may participate in the defense and/or settlement thereof at its own expense with counsel of its choice. If NSC fails The Party defending the Infringement Action agrees to defend keep the other Party hereto reasonably informed of all material developments in connection with any such claim against NSC, and Infringement Action. MGI agrees not to make admissions regarding infringement by the failure to so defend would have an adverse effect on Licensed Product of any Patent within Rights outside of the Licensed Patents, then LICENSOR shall have without obtaining the right to assume the defense against such claim at its own expense and by counsel prior written consent of its own choiceSuperGen. Neither party shall have the right to settle any patent infringement or misappropriation litigation under Nothing in 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 9.5 shall be paid by NSC into an interest-bearing escrow account pending construed as limiting the outcome obligations 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 LICENSORindemnification under Article 13.

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 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.

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.