Common use of Third Party Infringement Claims Clause in Contracts

Third Party Infringement Claims. If the production, importation, keeping, sale, offering for sale, or use of any Product in the Territory pursuant to this Agreement results in a claim, suit or proceeding in the Territory by a Third Party alleging patent or trademark infringement against NGX or Astellas (or their respective Affiliates, licensees or Subdistributors) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Party [***]. The Party controlling the defense of such Infringement Action shall defend such Infringement Action using counsel of its own choice, and the Infringement Action shall be at such Party’s [***]; provided, however, that the other Party may participate in the defense and/or settlement thereof [***] with counsel of its choice. The Party controlling the Infringement Action agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action. Astellas agrees not to (i) make admissions regarding infringement by the Product of any patents outside of the Patent Rights, or (ii) settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would materially adversely affect the validity, enforceability or scope of the Patent ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Third Party Infringement Claims. (a) If the production, importation, keeping, sale, offering for sale, sale or use of any Product in the Ono Territory pursuant to this Agreement results in a claim, suit or proceeding in the Territory by a Third Party alleging patent or trademark infringement against NGX or Astellas Array and/or Ono (or their respective Affiliates, licensees or SubdistributorsSublicensees) (collectively, “Infringement Actions”), the Party subject to such Party claim, suit or proceeding (“Subject Party”) shall promptly notify the other Party hereto in writing. The writing and shall discuss with the other Party [***]. The Party controlling the strategy for defending such Infringement Actions but shall have the right to direct and control the defense of such Infringement Action shall defend such Infringement Action using thereof in its sole discretion and at its own expense, with counsel of its own choice, and the Infringement Action shall be at such Party’s [***]; provided, however, that the other Party may participate in the defense and/or settlement thereof [***] thereof, at its own expense with counsel of its choice. The In any event, the Subject Party controlling the Infringement Action agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action. Astellas Ono agrees not to (i) make admissions regarding infringement by the Product of any patents outside of the Patent Rights, or (ii) settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would materially adversely affect the validityallegedly infringing Product or the Manufacture, enforceability use or scope sale of such Product in any country of the Patent ***Certain information on this page has been omitted world, without the prior written consent of Array; and filed separately with Array agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Commission. Confidential treatment has been requested with respect to allegedly infringing Product, or the omitted portionsManufacture, use or sale of such Product, within the Ono Territory, without the prior written consent of Ono, which shall not be unreasonably withheld or delayed.

Third Party Infringement Claims. If the production, importation, keeping, sale, offering for sale, sale or use of the any Product in the Partner Territory pursuant to this Agreement results in a claim, suit or proceeding in the Territory by a Third Party alleging patent or trademark infringement against NGX Bioprojet or Astellas Partner (or their respective Affiliates, licensees or SubdistributorsSublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Party [***]. The Party controlling the defense of subject to such Infringement Action shall defend such Infringement Action using have the right to direct and control the defense thereof, at its own expense with counsel of its own choice, and the Infringement Action shall be at such Party’s [***]; provided, however, that the other Party may participate in the defense and/or settlement thereof [***] thereof, at its own expense with counsel of its choice. The In any event, the Party controlling that is subject to the Infringement Action agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action. Astellas Partner agrees not to (i) make admissions regarding infringement by the Product of any patents outside of the Patent Rights, or (ii) settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would materially adversely affect the validityProduct or the manufacture, enforceability use or scope sale of the Patent ***Certain information on this page has been omitted Product within or outside the Partner Territory, without the prior written consent of Bioprojet, which shall not be unreasonably withheld, conditioned or delayed; and filed separately with Bioprojet agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Commission. Confidential treatment has been requested with respect to Product, or the omitted portionspackaging, use or sale of the Product, within the Partner Territory, without the prior written consent of Partner, which shall not be unreasonably withheld, conditioned or delayed.

Third Party Infringement Claims. If the production, importation, keeping, sale, offering for sale, sale or use of the any Product in the Harmony Territory pursuant to this Agreement results in a claim, suit or proceeding in the Territory by a Third Party alleging patent or trademark infringement against NGX Bioprojet or Astellas Harmony (or their respective Affiliates, licensees or SubdistributorsSublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Party [***]. The Party controlling the defense of subject to such Infringement Action shall defend such Infringement Action using have the right to direct and control the defense thereof, at its own expense with counsel of its own choice, and the Infringement Action shall be at such Party’s [***]; provided, however, that the other Party may participate in the defense and/or settlement thereof [***] thereof, at its own expense with counsel of its choice. The In any event, the Party controlling that is subject to the Infringement Action agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action. Astellas Harmony agrees not to (i) make admissions regarding infringement by the Product of any patents outside of the Patent Rights, or (ii) settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would materially adversely affect a Product or the validitymanufacture, enforceability use or scope sale of a Product within or outside the Patent ***Certain information on this page has been omitted Harmony Territory, without the prior written consent of Bioprojet, which shall not be unreasonably withheld, conditioned or delayed; and filed separately with Bioprojet agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect a Product, or the Commission. Confidential treatment has been requested with respect to packaging, use or sale of a Product, within the omitted portionsHarmony Territory, without the prior written consent of Harmony, which shall not be unreasonably withheld, conditioned or delayed.