Third Party Infringement Suits. Each of the Parties will promptly notify the other in the event that any Third Party files any suit or brings any other action alleging patent infringement by Pfizer or BioNTech or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture, Commercialization or use of any Candidate or Product or the practice of any BioNTech Technology or Research Program Technology (any such suit or other action referred to herein as an “Infringement Claim”). In the case of any Infringement Claim against Pfizer (including its Affiliates or Sublicensees) alone or against both Pfizer and BioNTech (including its Affiliates), Pfizer will have the right, but not the obligation, to control the defense of such Infringement Claim, including control over any related litigation, settlement, appeal or other disposition arising in connection therewith. BioNTech, upon request of Pfizer, agrees to cooperate with Pfizer at Pfizer’s expense. BioNTech will have the right to consult with Pfizer concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation in which BioNTech is a party at BioNTech’s own expense. If Pfizer elects to control the defense of any Infringement Claim and BioNTech is obligated under Section 11.3 to indemnify Pfizer (including any Pfizer Indemnified Party) with respect to such Infringement Claim, then (a) Pfizer will bear 50% of its own attorneys’ fees incurred in investigating, preparing or defending such Infringement Claim notwithstanding the provisions of Section 11.3 and (b) BioNTech will otherwise indemnify Pfizer and any applicable Pfizer Indemnified Parties to the full extent provided for under Section 11.3. In the case of any Infringement Claim against BioNTech alone, Pfizer will have the right to consult with BioNTech concerning such Infringement Claim and Pfizer, upon request of BioNTech, will reasonably cooperate with BioNTech at BioNTech’s expense. Neither Party will enter into any compromise or settlement in respect of an Infringement Claim admitting or implying that the Development, Manufacture, Commercialization or use of any Candidate or Product or the practice of any BioNTech Technology or Research Program Technology infringes Third Party patents without the other Party’s written consent.
Third Party Infringement Suits. In the event that either Party or any of its Affiliates becomes aware of an actual, potential or suspected infringement of a Sanofi Patent Right, a Regeneron Patent Right, a Joint Patent Right, Product Trademark or any other intellectual property right jointly owned or licensed under this Agreement, by a Third Party's activities in the Field in the Territory, the Party that became aware of the infringement shall promptly notify the other Party in writing of this claim or assertion and shall provide such other Party with all available evidence supporting such known, potential or suspected infringement or unauthorized use. As soon as reasonably practicable after the receipt of such notice, the Parties shall cause the JSC to meet and consider the appropriate course of action with respect to such infringement. The Parties shall at all times cooperate, share all material notices and filings in a timely manner, provide all reasonable assistance to each other and use Commercially Reasonable Efforts to mutually agree upon an appropriate course of action, including, as appropriate, the preparation of material court filings and any discussions concerning prosecution and/or settlement of any such claim.
Third Party Infringement Suits. Licensor shall cooperate with Licensee in connection with its defense of third-party claims of or suits for infringement or misappropriation related to the manufacture, use or sale of Licensed Products/Processes. Licensor shall, have the right to join and be represented in any such suit, at its expense, by counsel of its choice. All out-of-pocket costs and expenses incurred by Licensee and any and all damages and other sums payable by it in the suit shall be deducted from sums otherwise payable to Licensor. Licensee shall have the right to settle any such claim or suit, subject to Licensor's written consent, which will not be unreasonably withheld or delayed.
Third Party Infringement Suits. In the event of the institution of any suit by a THIRD PARTY against MERCK KGAA, GENAISSANCE, or their respective AFFILIATES, sub-licensees or distributors for patent infringement involving the manufacture, use, sale, distribution or marketing of VILAZODONE or PRODUCT, THERANOSTIC PRODUCT or DIAGNOSTIC PRODUCT anywhere in the TERRITORY, the PARTY sued (or whose AFFILIATES or distributors are sued) shall promptly notify the other PARTY in writing. The commercializing PARTY shall have the right to defend such suit at its own option and expense, but it shall in any event reasonably consult with the other PARTY with respect to such defense. MERCK KGAA and GENAISSANCE shall assist one another and co-operate in any such litigation at the other’s reasonable request without expense to the requesting PARTY.
Third Party Infringement Suits. Without limiting Merck’s rights under Sections 5.3.7, 5.8 and 9.2, in the event that a Third Party sues, or otherwise brings a claim against, Merck (or any of its Related Parties) alleging that the making, having made, using, selling, offering for sale, exporting or importing Compound(s) or Product(s) infringes or will infringe any Patent Rights or other intellectual property rights of such Third Party, then Merck may elect to defend such suit. Merck shall have the right to apply [...***...] of the expenses incurred by Merck (or its Related Party) in connection with defending such suits against the royalties due Chimerix hereunder; but only to the extent such suits are not solely related to the manufacture, use, sale or offer for sale or import of any Other Actives and provided that in no event shall such royalties be reduced by more than [...***...] of the amount otherwise owed in any given Calendar Quarter (provided, however, that if Merck is not able to fully recover the amounts as a result of the foregoing restriction, then Merck shall be entitled to carry forward such right of off-set to future Calendar Quarters with respect to such excess amount, subject to such [...***...] cap for any such future Calendar Quarters).
Third Party Infringement Suits. 65 13.2 Patent Marking.................................................................................... 66 13.3
Third Party Infringement Suits. In the case where either Party believes that an infringement by a Third Party of Regeneron Patent Rights, Joint Patent Rights, or Patent Rights within the Kiniksa Platform IP may be occurring in one or more countries within the Territory, such Party shall disclose full details of the potential infringement to the other Party, subject to any necessary agreements to preserve the privileged nature of such communications.
Third Party Infringement Suits. Each of the Parties shall promptly notify the other in the event that any Third Party files any suit or brings any other action alleging patent infringement by Pfizer or Codex or any of their respective Affiliates or Sublicensees with respect to the practice of any Codex Technology or Licensed Activities
Third Party Infringement Suits. In the event that either Party or any of its Affiliates becomes aware of an actual or suspected infringement of a Company Patent Right, a Regeneron Patent Right, a Joint Patent Right, Product Trademark or any other intellectual property right jointly owned or licensed under this Agreement, by a Third Party’s activities in the Field in the Territory, the Party that became aware of the infringement shall promptly notify the other Party in writing of this claim or assertion and shall provide such other Party with all available evidence supporting such known or suspected infringement or unauthorized use. As soon as reasonably practicable after the receipt of such notice, the Parties shall cause the JSC to meet and consider the appropriate course of action with respect to such infringement. The Parties shall at all times cooperate, share all material notices and filings in a timely manner, provide all reasonable assistance to each other and use Commercially Reasonable Efforts to mutually agree upon an appropriate course of action, including, as appropriate, the preparation of material court filings and any discussions concerning prosecution and/or settlement of any such claim. Regeneron may have certain obligations under Article 13 of the Aventis Agreement with respect to any such actual or suspected infringement described in this Section 13.1 and, notwithstanding anything to the contrary herein, Regeneron shall have the right to comply with its obligations and exercise its rights thereunder.
Third Party Infringement Suits. Each of the Parties will promptly notify the other in the event that any Third Party files any suit or brings any other action alleging patent infringement by Pfizer or Theravance or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture, Commercialization or use of any Compound or Product (any such suit or other action referred to herein as an “Infringement Claim”). In the case of any Infringement Claim against either Party (including its Affiliates or Sublicensees) (the “Defending Party”) alone or against both Pfizer and Theravance (including its Affiliates), the Defending Party will have the right, but not the obligation, to control the defense of such Infringement Claim, including control over any related litigation, settlement, appeal or other disposition arising in connection therewith. The other Party (the “Non-Defending Party”), upon request of the Defending Party, agrees to cooperate with the Defending Party at the Defending Party’s expense. The Non-Defending Party will have the right to consult with the Defending Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation in which the Defending Party is a party at the Non-Defending Party’s own expense. In the case of any Infringement Claim against Theravance alone, Pfizer will have the right to consult with Theravance concerning such Infringement Claim and Pfizer, upon request of Theravance, will reasonably cooperate with Theravance at Theravance’s expense. [*****] Certain identified information denoted with an asterisk have been omitted from this exhibit because it is not material and would likely cause competitive harm to the Registrant if publicly disclosed.
