Common use of Third Party Infringement Suit Clause in Contracts

Third Party Infringement Suit. If a Third Party sues a Party (the "Sued Party") alleging that the Sued Party or its Affiliates' or sublicensees' research, Development, Manufacture or Commercialization of any Licensed Product during the term of and pursuant to this Agreement infringes or will infringe said Third Party's patent, then, upon the Sued Party's request and in connection with the Sued Party's defense of any such Third Party infringement suit, the other Party shall provide reasonable assistance to the Sued Party for such defense. If both Wyeth and Trubion are sued by a Third Party, then the Parties shall consult with one another through the Joint Patent Committee. Unless otherwise determined by the Joint Patent Committee, Wyeth will control the defense of any suit relating to Licensed Products (whether one or both Parties are Sued Parties) and shall select counsel for such suit after consultation through the Joint Patent Committee. Trubion shall have the right to participate in and be represented by independent counsel in such litigation at its own expense. If the alleged infringement is of claims related to the Trubion Technology utilized by Wyeth hereunder, Wyeth shall be responsible for, and shall bear, all the out-of-pocket expenses of such actions; provided that Trubion shall reimburse Wyeth for *** of the out-of-pocket expenses incurred in connection therewith. In the event Trubion is the Party paying such expenses, Trubion shall periodically, but no more than once per Calendar Quarter, invoice Wyeth for its *** share of expenses incurred. All invoices shall be accompanied by supporting documentation reasonably showing the expenses so incurred. Such invoices shall be paid within *** of receipt. In the event Wyeth is the Party paying such expenses, Wyeth shall receive a credit in the amount of Trubion's share of such expenses, which credit shall be applied to royalties due to Trubion under Section 5.4, as adjusted under Section 5.4.6; provided that, no such royalty payment to Trubion shall be reduced by more than *** in any Calendar Quarter as a result of such credit. Any portion of the credit not utilized due to the limitations of the preceding sentence shall be carried over and credited to future royalty payments.

Third Party Infringement Suit. If a Third Party sues a Party or any of such Party’s Affiliates or any Sublicensees (the "each Person so sued being referred to herein as a “Sued Party") ”), alleging that the Sued conduct by either Party of the Research Program or its Affiliates' the development, manufacture or sublicensees' research, Development, Manufacture or Commercialization commercialization of any Licensed Shire ZF Compound or Shire ZF Product during related to a Shire Target in the term of and Shire Exclusive Target Pool pursuant to this Agreement infringes or will infringe said such Third Party's patent’s intellectual property, thenthen if the Sued Party is entitled to indemnification pursuant to Article 12 on account of such suit, upon then the terms and conditions of Article 12 and not this Subsection 10.4(g) shall apply to such suit. If the Sued Party is not entitled to indemnification pursuant to Article 12 on account of such suit, then this Subsection 10.4(g) shall apply to suit. Upon the Sued Party's ’s request and in connection with the Sued Party's ’s defense of any such Third Party infringement suit, the other Party shall provide reasonable assistance to the Sued Party for such defense, at the Sued Party’s expense. If both Wyeth The Sued Party shall keep the other Party reasonably informed of all material developments in connection with any such suit and Trubion are sued shall not, without the other Party’s prior written consent, enter into any settlement or consent decree that requires any payment by a Third or admits or imparts any other liability *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION to the other Party. In the event that Shire is the Sued Party, then the Parties shall consult with one another through the Joint Patent Committee. Unless otherwise determined by the Joint Patent Committee, Wyeth will control the defense of any suit relating to Licensed Products (whether one or both Parties are Sued Parties) and shall select counsel for such suit after consultation through the Joint Patent Committee. Trubion Shire shall have the right to participate offset [***] of (i) all costs incurred by Shire in defending the suit, (ii) all damages awarded in the suit, and be represented (iii) all payments made by independent counsel in Shire for the purposes of resolving the dispute against Milestone Payments and Royalty Payments due under this Agreement for the applicable Shire ZF Product, except that such litigation at its own expense. If the alleged infringement is of claims related to the Trubion Technology utilized by Wyeth hereunder, Wyeth offset shall be responsible for, decreased (or eliminated) so that the combined effect of offsets under this Section 10.4 and shall bear, all the out-of-pocket expenses of such actions; provided that Trubion shall reimburse Wyeth for *** of the out-of-pocket expenses incurred in connection therewith. In the event Trubion is the Party paying such expenses, Trubion shall periodically, but no more than once per Calendar Quarter, invoice Wyeth for its *** share of expenses incurred. All invoices shall be accompanied by supporting documentation reasonably showing the expenses so incurred. Such invoices shall be paid within *** of receipt. In the event Wyeth is the Party paying such expenses, Wyeth shall receive a credit in the amount of Trubion's share of such expenses, which credit shall be applied to royalties royalty reductions under Subsection 9.4(iii) does not reduce any payment due to Trubion under Section 5.4, as adjusted under Section 5.4.6; provided that, no such royalty payment to Trubion shall be reduced Sangamo for a particular Shire ZF Product (A) by more than [*** *] from the amount that would otherwise be owed to Sangamo without taking into account such offsets and royalty reductions, or (B)(i) if such payment is a Milestone Payment, to an amount that is less than the aggregate amounts due under all Third Party Licenses (excluding those amounts paid by Shire to Sangamo pursuant to Section 9.7 in any Calendar Quarter as accordance with Subsections 10.4(c) or 10.4(e)) on account of the event giving rise to such Milestone Payment and (ii) if such payment is a result Royalty Payment, to an amount that is less than the aggregate amounts due under all Third Party Licenses (excluding those amounts paid by Shire to Sangamo pursuant to Section 9.7 in accordance with Subsections 10.4(c) or 10.4(e)) on account of the Net Sales giving rise to such Royalty Payment plus [***] of such credit. Any portion of the credit not utilized due to the limitations of the preceding sentence shall be carried over and credited to future royalty paymentsNet Sales.

Third Party Infringement Suit. If a Third Party sues a Party (the "“Sued Party"”) alleging that the Sued Party Party’s, the Sued Party’s Affiliates’ or its Affiliates' or the Sued Party’s sublicensees' research’ Research, Development, Manufacture or Commercialization of any Licensed Product during the term of and pursuant to this Agreement infringes or will shall infringe said Third Party's ’s patent, then, then upon the Sued Party's ’s request and in connection with the Sued Party's ’s defense of any such Third Party infringement suit, the other Party shall provide reasonable assistance to the Sued Party for such defense. If both Wyeth and Trubion are sued by a Third is the Sued Party, then SCOLR shall provide reasonable assistance to Wyeth in the Parties shall consult with one another through the Joint Patent Committee. Unless otherwise determined by the Joint Patent Committeedefense, Wyeth will control the defense of any suit relating to Licensed Products (whether one or both Parties are Sued Parties) and shall select counsel for such suit after consultation through the Joint Patent Committee. Trubion shall have the right to consult with Wyeth and participate in and be represented by independent counsel in such the relevant litigation at its own expense. If the alleged infringement is of claims related Wyeth shall not incur any liability to the Trubion Technology utilized by Wyeth hereunder, Wyeth shall be responsible for, and shall bear, all the out-of-pocket expenses SCOLR as a consequence of such actions; provided that Trubion shall reimburse Wyeth for *** litigation or any unfavorable decision resulting therefrom. The Parties agree to share all litigation expenses including settlement costs, royalties paid in settlement of the out-of-pocket expenses incurred in connection therewithThird Party infringement suit and the payment of any damages to the Third Party. In the event Trubion is the Party paying such expenses, Trubion shall periodically, but no more than once per Calendar Quarter, invoice Wyeth for its *** share of expenses incurred. All invoices shall be accompanied by supporting documentation reasonably showing the expenses so incurred. Such invoices shall be paid within *** of receipt. In the event If Wyeth is the Party paying such expensesSued Party, then Wyeth shall receive a credit in the amount of Trubion's SCOLR’s fifty percent (50%) share of such expenses, litigation expenses which credit shall be applied to royalties due to Trubion SCOLR under Section 5.46.3.1., as adjusted under provided that in no event shall the royalties due to SCOLR for any year pursuant to Section 5.4.6; provided that, no such royalty payment to Trubion shall 6.3.1 be reduced by more than *** in any Calendar Quarter as a result of such creditfifty percent (50%). Any portion of the credit not utilized due to the limitations of the preceding sentence shall be carried over and credited to future royalty payments. Fifty percent (50%) of the royalties due to any Third Party under any such settlement of said Third Party infringement suit shall be deducted against and shall reduce the royalties due to SCOLR pursuant to Section 6.3.1, provided that in no event shall the royalties due to SCOLR for any year pursuant to Section 6.3.1 be reduced by more than fifty percent (50%). If SCOLR is the Sued Party, Wyeth shall reimburse SCOLR for its fifty percent (50%) share of such litigation expenses, which reimbursement will be made pursuant to invoices submitted by SCOLR to Wyeth no more than once per calendar quarter.

Third Party Infringement Suit. If a Third Party sues a Party or any of such Party’s Affiliates or any Sublicensees (the "each Person so sued being referred to herein as a “Sued Party") ”), alleging that the Sued conduct by either Party of the applicable Research Program or its Affiliates' the development, manufacture or sublicensees' research, Development, Manufacture or Commercialization commercialization of any Licensed Product during the term of and pursuant to this Agreement infringes or will infringe said such Third Party's patent’s intellectual property, thenthen if the Sued Party is entitled to indemnification pursuant to Article 11 on account of such suit, upon then the terms and conditions of Article 11 and not this Section 9.7 shall apply to such suit. If the Sued Party is not entitled to indemnification pursuant to Article 11 on account of such suit, then this Section 9.7 shall apply to suit. Upon the Sued Party's ’s request and in connection with the Sued Party's ’s defense of any such Third Party infringement suit, the other Party shall provide reasonable assistance to the Sued Party for such defense, at the Sued Party’s expense. If both Wyeth and Trubion are sued by a Third Party, then The Sued Party shall keep the Parties shall consult other Party reasonably informed of all material developments in connection with one another through the Joint Patent Committee. Unless otherwise determined by the Joint Patent Committee, Wyeth will control the defense of any such suit relating to Licensed Products (whether one or both Parties are Sued Parties) and shall select counsel for such suit after consultation through not, without the Joint Patent Committee. Trubion shall have the right to participate in and be represented other Party’s prior written consent, enter into any settlement or consent decree that requires any payment by independent counsel in such litigation at its own expense. If the alleged infringement is of claims related or admits or imparts any other liability to the Trubion Technology utilized by Wyeth hereunder, Wyeth shall be responsible for, and shall bear, all the out-of-pocket expenses of such actions; provided that Trubion shall reimburse Wyeth for *** of the out-of-pocket expenses incurred in connection therewithother Party. In the event Trubion that Biogen Idec is the Party paying such expensesSued Party, Trubion Biogen Idec shall periodically, but no more than once per Calendar Quarter, invoice Wyeth for its have the *** share CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION right to offset [***] of expenses incurred. All invoices (i) all costs incurred by Biogen Idec in defending the suit, (ii) all damages awarded in the suit, and (iii) all payments made by Biogen Idec for the purposes of resolving the dispute against Milestone Payments and Earned Royalties due under this Agreement for the applicable Licensed Product, except that such offset shall be accompanied by supporting documentation reasonably showing decreased (or eliminated) so that the expenses so incurred. Such invoices shall be paid within *** combined effect of receipt. In the event Wyeth is the Party paying such expenses, Wyeth shall receive a credit in the amount of Trubion's share of such expenses, which credit shall be applied to royalties offsets under this Section 9.7 and royalty reductions under Section 8.4(a)(i) and 8.4(a)(ii) does not reduce any payment due to Trubion under Section 5.4, as adjusted under Section 5.4.6; provided that, no such royalty payment to Trubion shall be reduced Sangamo for a particular Licensed Product (A) by more than [*** in any Calendar Quarter as *] from the amount that would otherwise be owed to Sangamo without taking into account such offsets and royalty reductions, or (B) (i) if such payment is a result of such credit. Any portion Milestone Payment, to an amount that is less than the aggregate amounts due under all Third Party Licenses on account of the credit not utilized event giving rise to such Milestone Payment and (ii) if such payment is a royalty payment, to an amount that is less than the aggregate amounts due to the limitations under all Third Party Licenses on account of the preceding sentence shall be carried over and credited Net Sales giving rise to future such royalty paymentspayment.

Third Party Infringement Suit. (i) If a Third Party sues LICENSEE or any of LICENSEE’s Affiliates or Sublicensees (each Person so sued being referred to herein as a Party (the "“Sued Party") ”), alleging that the Sued Party exploitation of the [***] Manufacturing Technology by LICENSEE or its Affiliates' any of LICENSEE’s Affiliates or sublicensees' research, Development, Manufacture or Commercialization of any Licensed Product Sublicensees during the term of Term and pursuant to this Agreement infringes infringe or will infringe said such Third Party's patent’s Patent Rights, then, upon if such suit is an indemnifiable claim under Section 10.2, such suit shall, at LICENSEE’s election, be subject to the Sued Party's request indemnification provisions of Article X. If LICENSEE does not seek indemnification under Section 10.2 with respect to such suit, or if such suit is not an indemnifiable claim, then, to the extent such action involves [***] Manufacturing Technology, LICENSEE shall so notify AGTC and in connection with AGTC shall have the Sued Party's defense of first right, but not the obligation to defend against any such Third Party infringement suitaction, at its own expense and LICENSEE shall have the sole right, but not the obligation to defend the remainder of such action, provided that, if AGTC makes an [***] Defense Election, AGTC shall keep LICENSEE reasonably informed of AGTC’s strategy with respect to such action and shall consider LICENSEE’s comments with respect to such strategy in good faith. AGTC shall notify LICENSEE within five (5) days of notice of such suit whether AGTC wishes to exercise its first right as set forth in the preceding sentence (AGTC’s election to exercise such first right, an “[***] Defense Election”). If AGTC notifies LICENSEE that it will not make an [***] Defense Election, or if AGTC does not respond within such five (5) day period, LICENSEE shall have the sole right to defend such action, in its own name, and any such defense shall be at LICENSEE’s expense. Upon the defending Party’s request, the other Party may, in its sole discretion, consent to join, and will join if necessary under applicable Law, in any such action at the defending Party’s expense and cooperate with the defending Party at the defending Party’s expense. If AGTC fails to defend against any such action for which AGTC has made an [***] Defense Election, then AGTC shall provide reasonable assistance LICENSEE with sufficient notice to the Sued Party for such defense. If both Wyeth and Trubion are sued by a Third Party, then the Parties shall consult with one another through the Joint Patent Committee. Unless otherwise determined by the Joint Patent Committee, Wyeth will control enable LICENSEE to assume the defense of any suit relating to Licensed Products (whether one or both Parties are Sued Parties) such action, and shall select counsel for indemnify LICENSEE against any Liabilities arising from AGTC’s failure to provide such suit after consultation through the Joint Patent Committeetimely notice or any action or inaction that prejudices LICENSEE’s ability to defend such action. Trubion In such event, LICENSEE shall have the right to participate defend such action, in and be represented by independent counsel in such litigation at its own name, and any such defense shall, subject to the preceding sentence, be at LICENSEE’s expense. If the alleged infringement is of claims related to the Trubion Technology utilized by Wyeth hereunder, Wyeth shall be responsible for, and shall bear, all the out-of-pocket expenses of such actions; provided that Trubion shall reimburse Wyeth for CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TRIPLE ASTERISKS [*** of the out-of-pocket expenses incurred in connection therewith. In the event Trubion is the Party paying such expenses, Trubion shall periodically, but no more than once per Calendar Quarter, invoice Wyeth for its *** share of expenses incurred. All invoices shall be accompanied by supporting documentation reasonably showing the expenses so incurred. Such invoices shall be paid within *** of receipt. In the event Wyeth is the Party paying such expenses, Wyeth shall receive a credit in the amount of Trubion's share of such expenses, which credit shall be applied to royalties due to Trubion under Section 5.4, as adjusted under Section 5.4.6; provided that, no such royalty payment to Trubion shall be reduced by more than *** in any Calendar Quarter as a result of such credit. Any portion of the credit not utilized due to the limitations of the preceding sentence shall be carried over and credited to future royalty payments] DENOTE OMISSIONS.

Third Party Infringement Suit. (i) If a Third Party sues LICENSEE or any of LICENSEE’s Affiliates or Sublicensees (each Person so sued being referred to herein as a Party (the "“Sued Party") ”), alleging that the Sued Party exploitation of the [***] Manufacturing Technology by LICENSEE or its Affiliates' any of LICENSEE’s Affiliates or sublicensees' research, Development, Manufacture or Commercialization of any Licensed Product Sublicensees during the term of Term and pursuant to this Agreement infringes infringe or will infringe said such Third Party's patent’s Patent Rights, then, upon if such suit is an indemnifiable claim under Section 10.2, such suit shall, at LICENSEE’s election, be subject to the Sued Party's request indemnification provisions of Article X. If LICENSEE does not seek indemnification under Section 10.2 with respect to such suit, or if such suit is not an indemnifiable claim, then, to the extent such action involves [***] Manufacturing Technology, LICENSEE shall so notify AGTC and in connection with AGTC shall have the Sued Party's defense of first CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TRIPLE ASTERISKS [***] DENOTE OMISSIONS. right, but not the obligation to defend against any such Third Party infringement suitaction, at its own expense and LICENSEE shall have the sole right, but not the obligation to defend the remainder of such action, provided that, if AGTC makes an [***] Defense Election, AGTC shall keep LICENSEE reasonably informed of AGTC’s strategy with respect to such action and shall consider LICENSEE’s comments with respect to such strategy in good faith. AGTC shall notify LICENSEE within five (5) days of notice of such suit whether AGTC wishes to exercise its first right as set forth in the preceding sentence (AGTC’s election to exercise such first right, an “[***] Defense Election”). If AGTC notifies LICENSEE that it will not make an [***] Defense Election, or if AGTC does not respond within such five (5) day period, LICENSEE shall have the sole right to defend such action, in its own name, and any such defense shall be at LICENSEE’s expense. Upon the defending Party’s request, the other Party may, in its sole discretion, consent to join, and will join if necessary under applicable Law, in any such action at the defending Party’s expense and cooperate with the defending Party at the defending Party’s expense. If AGTC fails to defend against any such action for which AGTC has made an [***] Defense Election, then AGTC shall provide reasonable assistance LICENSEE with sufficient notice to the Sued Party for such defense. If both Wyeth and Trubion are sued by a Third Party, then the Parties shall consult with one another through the Joint Patent Committee. Unless otherwise determined by the Joint Patent Committee, Wyeth will control enable LICENSEE to assume the defense of any suit relating to Licensed Products (whether one or both Parties are Sued Parties) such action, and shall select counsel for indemnify LICENSEE against any Liabilities arising from AGTC’s failure to provide such suit after consultation through the Joint Patent Committeetimely notice or any action or inaction that prejudices LICENSEE’s ability to defend such action. Trubion In such event, LICENSEE shall have the right to participate defend such action, in and be represented by independent counsel in such litigation at its own expense. If the alleged infringement is of claims related name, and any such defense shall, subject to the Trubion Technology utilized by Wyeth hereunderpreceding sentence, Wyeth shall be responsible for, and shall bear, all the out-of-pocket expenses of such actions; provided that Trubion shall reimburse Wyeth for *** of the out-of-pocket expenses incurred in connection therewith. In the event Trubion is the Party paying such expenses, Trubion shall periodically, but no more than once per Calendar Quarter, invoice Wyeth for its *** share of expenses incurred. All invoices shall be accompanied by supporting documentation reasonably showing the expenses so incurred. Such invoices shall be paid within *** of receipt. In the event Wyeth is the Party paying such expenses, Wyeth shall receive a credit in the amount of Trubion's share of such expenses, which credit shall be applied to royalties due to Trubion under Section 5.4, as adjusted under Section 5.4.6; provided that, no such royalty payment to Trubion shall be reduced by more than *** in any Calendar Quarter as a result of such credit. Any portion of the credit not utilized due to the limitations of the preceding sentence shall be carried over and credited to future royalty paymentsat LICENSEE’s expense.

Third Party Infringement Suit. If In the event that a Third Party third party sues a Party (the "Sued Party") Schering alleging that the Sued Party or Schering's, its Affiliates' or its sublicensees' researchuse of the OraSolv Technology in connection with making, Developmenthaving made, Manufacture importing, exporting, using, distributing, marketing, promoting, offering for sale or Commercialization of any selling Licensed Product during the term of and pursuant to this Agreement Product(s) infringes or will infringe said Third Partythird party's patent, thenthen Schering shall defend such suit and, upon during the Sued Party's request period in which such suit is pending, Schering shall have the right to apply up to [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the royalties due CIMA on sales of the allegedly infringing Licensed Product against its litigation expenses, including settlement costs and royalties paid in connection with the Sued Party's defense settlement of any such Third Party infringement suit, provided, however, that in the other Party event Schering recovers any such expenses such recovery shall provide reasonable assistance be first applied to the Sued Party for such defensepay any royalties applied by Schering against its litigation expenses. If both Wyeth and Trubion are sued by a Third Party, then the Parties shall consult with one another through the Joint Patent Committee. Unless otherwise determined by the Joint Patent Committee, Wyeth will control the defense of any suit relating to Licensed Products (whether one or both Parties are Sued Parties) and shall select counsel for such suit after consultation through the Joint Patent Committee. Trubion CIMA shall have the right to participate in and be represented by independent its own counsel in such litigation at its own expense. If CIMA or its counsel may provide CIMA's comments regarding the alleged infringement is of claims related litigation to the Trubion Technology utilized by Wyeth hereunder, Wyeth shall be responsible forSchering, and Schering shall beardetermine, all the out-of-pocket expenses of in its sole discretion, whether to incorporate such actions; provided that Trubion comments into its litigation strategy. Schering shall reimburse Wyeth for *** have sole discretion to settle any such suit, or enter into any consent judgment or other voluntary final disposition of the out-of-pocket expenses incurred suit without the consent of CIMA, except that Schering may not enter into any such consent judgment or other voluntary final disposition if such consent judgment or other voluntary final disposition constitutes an admission of CIMA which will foreclose CIMA from raising the issue in any future litigation, without the written consent of CIMA, which consent shall not be unreasonably withheld. Upon Schering's request and in connection therewith. In the event Trubion is the Party paying with Schering's defense of any such expensesthird party infringement suit, Trubion CIMA shall periodically, but no more than once per Calendar Quarter, invoice Wyeth provide reasonable assistance to Schering for its *** share of expenses incurred. All invoices shall be accompanied by supporting documentation reasonably showing the expenses so incurred. Such invoices shall be paid within *** of receipt. In the event Wyeth is the Party paying such expenses, Wyeth shall receive a credit in the amount of Trubion's share of such expenses, which credit shall be applied to royalties due to Trubion under Section 5.4, as adjusted under Section 5.4.6; provided that, no such royalty payment to Trubion shall be reduced by more than *** in any Calendar Quarter as a result of such credit. Any portion of the credit not utilized due to the limitations of the preceding sentence shall be carried over and credited to future royalty paymentsdefense.

Third Party Infringement Suit. If a Third Party sues a Party (the "“Sued Party"”) alleging that the Sued Party or its Affiliates' ’ or sublicensees' ’ research, Development, Manufacture or Commercialization of any Licensed Product during the term of and pursuant to this Agreement infringes or will infringe said Third Party's ’s patent, then, upon the Sued Party's ’s request and in connection with the Sued Party's ’s defense of any such Third Party infringement suit, the other Party shall provide reasonable assistance to the Sued Party for such defense. If both Wyeth and Trubion are sued by a Third Party, then the Parties shall consult with one another through the Joint Patent Committee. Unless otherwise determined by the Joint Patent Committee, Wyeth will control the defense of any suit relating to Licensed Products (whether one or both Parties are Sued Parties) and shall select counsel for such suit after consultation through the Joint Patent Committee. Trubion shall have the right to participate in and be represented by independent counsel in such litigation at its own expense. If the alleged infringement is of claims related to the Trubion Technology utilized by Wyeth hereunder, Wyeth shall be responsible for, and shall bear, all the out-of-pocket expenses of such actions; provided that Trubion shall reimburse Wyeth for *** twenty percent (20%) of the out-of-pocket expenses incurred in connection therewith. In the event Trubion is the Party paying such expenses, Trubion shall periodically, but no more than once per Calendar Quarter, invoice Wyeth for its *** eighty percent (80%) share of expenses incurred. All invoices shall be accompanied by supporting documentation reasonably showing the expenses so incurred. Such invoices shall be paid within *** thirty (30) days of receipt. In the event Wyeth is the Party paying such expenses, Wyeth shall receive a credit in the amount of Trubion's ’s share of such expenses, which credit shall be applied to royalties due to Trubion under Section 5.4, as adjusted under Section 5.4.6; provided that, no such royalty payment to Trubion shall be reduced by more than *** fifty percent (50%) in any Calendar Quarter as a result of such credit. Any portion of the credit not utilized due to the limitations of the preceding sentence shall be carried over and credited to future royalty payments.

Third Party Infringement Suit. If a Third Party sues Biogen or any of Biogen’s Affiliates or Sublicensees (each Person so sued being referred to herein as a Party (the "“Sued Party") ”), alleging that the Sued Party Licensed Activities of Biogen or its Affiliates' any of Biogen’s Affiliates or sublicensees' research, Development, Manufacture or Commercialization of any Licensed Product Sublicensees during the term of Term and pursuant to this Agreement infringes infringe or will infringe said such Third Party's patent’s Patent Rights, then, if such suit is an indemnifiable claim under Section 17.3, such suit shall, at Biogen’s election, be subject to the indemnification provisions of Article 17. If Biogen does not seek and waives indemnification under Section 17.3 with respect to such suit, or if such suit is not an indemnifiable claim, then Biogen shall have the right to lead the defense of such suit and, upon the Sued Party's Biogen’s request and in connection with the Sued Party's ’s defense of any such Third Party infringement suit, the other Party AGTC shall provide reasonable assistance to the Sued Party for such defense. If both Wyeth Biogen shall keep AGTC reasonably informed with respect to any such suit involving an [***] Manufacturing Patent Right, and Trubion are sued by shall consider AGTC’s comments with respect thereto in good faith. All activities under this Section 13.6.3 shall be conducted at the expense of the Party taking any action pursuant to this Section 13.6.3, except that, if the Licensed Activities at issue relate to a Third PartyCost Share Product, then the Parties shall consult share any Out-Of-Pocket Costs incurred by either Party in connection with one another through such activities equally in accordance with Section 6.3. With respect to any action, suit, proceeding or claim involving a Third Party Patent Right under this Section 13.6.3, the Joint Patent Committee. Unless otherwise determined by Sued Party shall not consent to the Joint Patent Committee, Wyeth will control the defense entry of any suit relating to Licensed Products (whether one judgment or both Parties are Sued Parties) enter into any settlement that imposes a financial obligation on AGTC, or that admits the infringement by AGTC and shall select counsel for such suit after consultation through the Joint Patent Committee. Trubion shall have the right to participate in and be represented by independent counsel in such litigation at its own expense. If the alleged infringement is of claims related to the Trubion Technology utilized by Wyeth hereunder, Wyeth shall be responsible for, and shall bear, all the out-of-pocket expenses Biogen of such actions; provided Third Party Patent Rights or that Trubion shall reimburse Wyeth for *** limits the scope, validity, or enforceability of any of the out-of-pocket expenses incurred in connection therewith. In the event Trubion is the Party paying such expensesAGTC Patent Rights, Trubion shall periodically, but no more than once per Calendar Quarter, invoice Wyeth for its *** share of expenses incurred. All invoices shall be accompanied by supporting documentation reasonably showing the expenses so incurred. Such invoices shall be paid within *** of receipt. In the event Wyeth is the Party paying such expenses, Wyeth shall receive a credit in the amount of Trubion's share of such expenseswithout AGTC’s written consent, which credit consent shall not be applied to royalties due to Trubion under Section 5.4unreasonably withheld, as adjusted under Section 5.4.6; provided that, no such royalty payment to Trubion shall be reduced by more than *** in any Calendar Quarter as a result of such credit. Any portion of the credit not utilized due to the limitations of the preceding sentence shall be carried over and credited to future royalty paymentsconditioned or delayed.

Third Party Infringement Suit. If a Third Party sues Biogen or any of Biogen’s Affiliates or Sublicensees (each Person so sued being referred to herein as a Party (the "“Sued Party") ”), alleging that the Sued Party Licensed Activities of Biogen or its Affiliates' any of Biogen’s Affiliates or sublicensees' research, Development, Manufacture or Commercialization of any Licensed Product Sublicensees during the term of Term and pursuant to this Agreement infringes infringe or will infringe said such Third Party's patent’s Patent Rights, then, if such suit is an indemnifiable claim under Section 17.3, such suit shall, at Biogen’s election, be subject to the indemnification provisions of Article 17. If Biogen does not seek and waives indemnification under Section 17.3 with respect to such suit, or if such suit is not an indemnifiable claim, then Biogen shall have the right to lead the defense of such suit and, upon the Sued Party's Biogen’s request and in connection with the Sued Party's ’s defense of any such Third Party infringement suit, the other Party AGTC shall provide reasonable assistance to the Sued Party for such defense. If both Wyeth Biogen shall keep AGTC 62 reasonably informed with respect to any such suit involving an [***] Manufacturing Patent Right, and Trubion are sued by shall consider AGTC’s comments with respect thereto in good faith. All activities under this Section 13.6.3 shall be conducted at the expense of the Party taking any action pursuant to this Section 13.6.3, except that, if the Licensed Activities at issue relate to a Third PartyCost Share Product, then the Parties shall consult share any Out-Of-Pocket Costs incurred by either Party in connection with one another through such activities equally in accordance with Section 6.3. With respect to any action, suit, proceeding or claim involving a Third Party Patent Right under this Section 13.6.3, the Joint Patent Committee. Unless otherwise determined by Sued Party shall not consent to the Joint Patent Committee, Wyeth will control the defense entry of any suit relating to Licensed Products (whether one judgment or both Parties are Sued Parties) enter into any settlement that imposes a financial obligation on AGTC, or that admits the infringement by AGTC and shall select counsel for such suit after consultation through the Joint Patent Committee. Trubion shall have the right to participate in and be represented by independent counsel in such litigation at its own expense. If the alleged infringement is of claims related to the Trubion Technology utilized by Wyeth hereunder, Wyeth shall be responsible for, and shall bear, all the out-of-pocket expenses Biogen of such actions; provided Third Party Patent Rights or that Trubion shall reimburse Wyeth for *** limits the scope, validity, or enforceability of any of the out-of-pocket expenses incurred in connection therewith. In the event Trubion is the Party paying such expensesAGTC Patent Rights, Trubion shall periodically, but no more than once per Calendar Quarter, invoice Wyeth for its *** share of expenses incurred. All invoices shall be accompanied by supporting documentation reasonably showing the expenses so incurred. Such invoices shall be paid within *** of receipt. In the event Wyeth is the Party paying such expenses, Wyeth shall receive a credit in the amount of Trubion's share of such expenseswithout AGTC’s written consent, which credit consent shall not be applied to royalties due to Trubion under Section 5.4unreasonably withheld, as adjusted under Section 5.4.6; provided that, no such royalty payment to Trubion shall be reduced by more than *** in any Calendar Quarter as a result of such credit. Any portion of the credit not utilized due to the limitations of the preceding sentence shall be carried over and credited to future royalty paymentsconditioned or delayed.

Third Party Infringement Suit. If a Third Party sues a Party (the "Sued Party") alleging that the Sued Party or its Affiliates' or sublicensees' research, Development, Manufacture or Commercialization of any Licensed Product during the term of and pursuant to this Agreement infringes or will infringe said Third Party's patent, then, upon the Sued Party's request and in connection with the Sued Party's defense of any such Third Party infringement suit, the other Party shall provide reasonable assistance to the Sued Party for such defense. If both Wyeth and Trubion are sued by a Third Party, then the Parties shall consult with one another through the Joint Patent Committee. Unless otherwise determined by the Joint Patent Committee, Wyeth [***] will control the defense of any suit relating to Licensed Products (whether one or both Parties are Sued Parties) and shall select counsel for such suit after consultation through the Joint Patent Committee. Trubion [***] shall have the right to participate in and be represented by independent counsel in such litigation at its own expense. If the alleged infringement is of claims related to the Trubion Technology [***] utilized by Wyeth [***] hereunder, Wyeth [***] shall be responsible for, and shall bear, all the out-of-pocket expenses of such actions; provided that Trubion [***] shall reimburse Wyeth for [*** *] for [***] of the out-of-pocket expenses incurred in connection therewith. In the event Trubion [***] is the Party paying such expenses, Trubion [***] shall periodically, but no more than once per Calendar Quarter, invoice Wyeth [***] for its [*** *] share of expenses incurred. All invoices shall be accompanied by supporting documentation reasonably showing the expenses so incurred. Such invoices shall be paid within [*** *] of receipt. In the event Wyeth is the Party paying such expenses, Wyeth shall receive a credit in the amount of Trubion's share of such expenses, which credit shall be applied to royalties due to Trubion under Section 5.4, as adjusted under Section 5.4.6; provided that, no such royalty payment to Trubion shall be reduced by more than [*** *] in any Calendar Quarter as a result of such credit. Any portion of the credit not utilized due to the limitations of the preceding sentence shall be carried over and credited to future royalty payments.