Common use of Third Party Infringements Clause in Contracts

Third Party Infringements. In the event of an (alleged) infringement by a Third Party of Intellectual Property Rights owned or Controlled by one Party or more Parties regulated by the OVAMED CORONADO Agreements and/or the OVAMED XXXX License, the rights and duties of the Parties concerned in such an event shall be governed by the OVAMED CORONADO Agreements and/or the OVAMED XXXX License, respectively. In the event of an (alleged) infringement by a Third Party of Intellectual Property Rights owned or Controlled by one Party or more Parties regulated by this Agreement the following shall apply: (a) If a Party learns of any infringement or threatened (alleged) infringement by a Third Party of Intellectual Property Rights owned or Controlled by one Party or more Parties regulated by this Agreement, such Party shall promptly notify the other Parties in writing and shall provide the other Parties with all available evidence in its possession of such infringement. (b) If the infringement is in (i) the XXXX Territory, XXXX shall have the first right, but not the obligation, (ii) the CORONADO Territory, CORONADO shall have the first right, but not the obligation, (iii) neither the XXXX nor the CORONADO Territory, the Party or Parties owning or Controlling such Intellectual Property Rights shall have the first right, but not the obligation, to institute, prosecute and control (collectively, “bring”) any action or proceeding with respect to infringement by a Third Party of such Intellectual Property Right by counsel of its own choice, and the Party or the Parties not having such first right to bring such action shall have the right, but not the obligation, to be represented in any such action by counsel of its own choice. If the Party having such first right to bring such action does not bring such an action or proceeding within sixty (60) days of being notified of such infringement, then the Party not having such first right to bring such action shall have the right, but not the obligation, to bring such action. The Party or the Parties not bringing such action or proceeding agrees or agree to be joined as a party plaintiff if necessary to prosecute the action or proceeding and to give reasonable assistance and authority to file and prosecute the action or proceeding. The Party or the Parties that brings or bring such action to enforce a given Intellectual Property Right shall also have the right to control settlement of such claim; provided, however, that if one Party controls, no settlement shall be entered into without the express written consent of at least the Party in whose Respective Territory the action was brought, such consent not to be unreasonably delayed or withheld. (c) All reasonable costs and expenses occurring from such actions shall be shared by the Parties in good faith contemplating the rights, duties, responsibilities, fields and territories of each Party concerned. Any damages or other monetary awards or amounts recovered from settlement or judgment from such an action or proceeding shall be allocated first to reimburse the Part(ies) for the reasonable out-of pocket costs and expenses of the action or proceeding (which amount shall be allocated pro rata if insufficient to cover the totality of such costs and expenses), with the remainder to be paid to the Party (or shared equally among the Parties) owning the Intellectual Property Rights concerned.

Third Party Infringements. In the event of an (alleged) infringement by a Third Party of Intellectual Property Rights owned or Controlled by one Party or more Parties regulated by the OVAMED CORONADO Agreements and/or the OVAMED XXXX License, the rights and duties of the Parties concerned in such an event shall be governed by the OVAMED CORONADO Agreements and/or the OVAMED XXXX License, respectively. In the event of an (alleged) infringement by a Third Party of Intellectual Property Rights owned or Controlled by one Party or more Parties regulated by this Agreement the following shall apply: (a) If a Party learns of any infringement or threatened (alleged) infringement by a Third Party of Intellectual Property Rights owned or Controlled by one Party or more Parties regulated by this Agreement, such Party Each party shall promptly notify the other Parties in writing and shall provide the other Parties with all available evidence in its possession of such infringement. (b) If the infringement is in (i) the XXXX Territory, XXXX shall have the first right, but not the obligation, (ii) the CORONADO Territory, CORONADO shall have the first right, but not the obligation, (iii) neither the XXXX nor the CORONADO Territory, the Party or Parties owning or Controlling such Intellectual Property Rights shall have the first right, but not the obligation, to institute, prosecute and control (collectively, “bring”) any action or proceeding with respect to infringement by a Third Party of such Intellectual Property Right by counsel of its own choice, and knowledge of any potential infringement of the Party or the Parties not having such first right to bring such action Corvas Patent Rights. Corvas shall have the right, but not the obligation, to take all reasonable legal action necessary to (i) protect the licensed Corvas Patent Rights against infringements by third parties and (ii) enforce the Corvas Patent Rights against infringement by third parties by the sale of products competing with Licensed Products in the Field. If, within three (3) months following receipt by the receiving party of the notice referred to in the first sentence of this Paragraph, Corvas fails to take such action to halt the alleged infringement, Schering shall, in its sole discretion, have the right to take such action as it deems warranted in its own name or in the name of Corvas or jointly. The foregoing notwithstanding, in the event that an alleged third party infringer certifies pursuant to 21 U.S.C. Section 355(b)(2)(A)(iv) against a granted patent within the scope of the Corvas Patent Rights and covering a Licensed Product, the party receiving notice of such certification shall immediately notify the other party of such certification, and if fourteen (14) days prior to expiration of the forty-five (45) day period set forth in 21 U.S.C. Section 355(c)(3)(C), Corvas fails to commence an infringement action, Schering, in its sole discretion, shall be represented in entitled to bring such infringement action. Each party agrees to render such reasonable assistance as the prosecuting party may request. Costs of maintaining any such action and damages recovered therefrom shall be paid by counsel of its own choiceand belong to the party bringing the action. If In each case the Party having such first right to bring such action does party not bring such an action or proceeding within sixty (60) days of being notified of such infringement, then initiating the Party not having such first right to bring such action shall have the right, but not the obligationat its own expense, to bring join into the prosecution of such action. The Party or the Parties not bringing , including becoming a party to such action or proceeding agrees or agree and being represented by separate counsel of its choice. However, if Schering, in its sole discretion, consents to be joined as grant a party plaintiff if necessary sublicense under Corvas patent Rights to prosecute any third party, who, but for such license, would infringe claims of issued patents included in the action or proceeding and to give reasonable assistance and authority to file and prosecute the action or proceeding. The Party or the Parties that brings or bring such action to enforce a given Intellectual Property Right shall also have the right to control settlement Corvas Patent Rights, then, after deduction by Schering of such claim; provided, however, that if one Party controls, no settlement shall be entered into without the express written consent of at least the Party in whose Respective Territory the action was brought, such consent not to be unreasonably delayed or withheld. (c) All reasonable any costs and expenses occurring from such actions shall be shared incurred by Schering in the Parties in good faith contemplating the rights, duties, responsibilities, fields and territories of each Party concerned. Any damages or other monetary awards or amounts recovered from settlement or judgment from such an action or proceeding shall be allocated first to reimburse the Part(ies) for the reasonable out-of pocket costs and expenses of the action or proceeding (which amount shall be allocated pro rata if insufficient to cover the totality prosecution of such costs action prior to granting the license to such party, Corvas and expenses)Schering shall divide the running royalty payments received from any such third party, with in the remainder proportion of [ *** ] to Schering and [ *** ] to Corvas; in such case, sales of such products by such third party shall not be paid to the Party (or shared equally among the Parties) owning the Intellectual Property Rights concernedincluded as a part of Net Sales.

Third Party Infringements. In the event of an (alleged) infringement by a Third Party of Intellectual Property Rights owned or Controlled by one Party or more Parties regulated by the OVAMED CORONADO Agreements and/or the OVAMED XXXX License, the rights and duties of the Parties concerned in such an event shall be governed by the OVAMED CORONADO Agreements and/or the OVAMED XXXX License, respectively. In the event of an (alleged) infringement by a Third Party of Intellectual Property Rights owned or Controlled by one Party or more Parties regulated by this Agreement the following shall apply: (a) If a Party learns of any infringement or threatened (alleged) infringement by a Third Party of Intellectual Property Rights owned or Controlled by one Party or more Parties regulated by this Agreement, such Party Each party shall promptly notify the other Parties in writing and shall provide the other Parties with all available evidence in its possession of such infringement. (b) If the infringement is in (i) the XXXX Territory, XXXX shall have the first right, but not the obligation, (ii) the CORONADO Territory, CORONADO shall have the first right, but not the obligation, (iii) neither the XXXX nor the CORONADO Territory, the Party or Parties owning or Controlling such Intellectual Property Rights shall have the first right, but not the obligation, to institute, prosecute and control (collectively, “bring”) any action or proceeding with respect to infringement by a Third Party of such Intellectual Property Right by counsel of its own choice, and knowledge of any potential infringement of the Party or the Parties not having such first right to bring such action Corvas Patent Rights. Corvas shall have the right, but not the obligation, to take all reasonable legal action necessary to (i) protect the licensed Corvas Patent Rights against infringements by third parties and (ii) enforce the Corvas Patent Rights against infringement by third parties by the sale of products competing with Licensed Products in the Field. If, within three (3) months following receipt by the receiving party of the notice referred to in the first sentence of this Paragraph, Corvas fails to take such action to halt the alleged infringement, Schering shall, in its sole discretion, have the right to take such action as it deems warranted in its own name or in the name of Corvas or jointly. The foregoing notwithstanding, in the event that an alleged third party infringer certifies pursuant to 21 U.S.C. Section 355(b)(2)(A)(iv) against a granted patent within the scope of the Corvas Patent Rights and covering a Licensed Product, the party receiving notice of such certification shall immediately notify the other party of such certification, and if fourteen (14) days prior to expiration of the forty-five (45) day period set forth in 21 U.S.C. Section 355(c)(3)(C), Corvas fails to commence an infringement action, Schering, in its sole discretion, shall be represented in entitled to bring such infringement action. Each party agrees to render such reasonable assistance as the prosecuting party may request. Costs of maintaining any such action and damages recovered therefrom shall be paid by counsel of its own choiceand belong to the party bringing the action. If In each case the Party having such first right to bring such action does party not bring such an action or proceeding within sixty (60) days of being notified of such infringement, then initiating the Party not having such first right to bring such action shall have the right, but not the obligationat its own expense, to bring join into the prosecution of such action. The Party or the Parties not bringing , including becoming a party to such action or proceeding agrees or agree and being represented by separate counsel of its choice. However, if Schering, in its sole discretion, consents to be joined as grant a party plaintiff if necessary sublicense under Corvas patent Rights to prosecute any third party, who, but for such license, would infringe claims of issued patents included in the action or proceeding and to give reasonable assistance and authority to file and prosecute the action or proceeding. The Party or the Parties that brings or bring such action to enforce a given Intellectual Property Right shall also have the right to control settlement Corvas Patent Rights, then, after deduction by Schering of such claim; provided, however, that if one Party controls, no settlement shall be entered into without the express written consent of at least the Party in whose Respective Territory the action was brought, such consent not to be unreasonably delayed or withheld. (c) All reasonable any costs and expenses occurring from such actions shall be shared incurred by Schering in the Parties in good faith contemplating the rights, duties, responsibilities, fields and territories of each Party concerned. Any damages or other monetary awards or amounts recovered from settlement or judgment from such an action or proceeding shall be allocated first to reimburse the Part(ies) for the reasonable out-of pocket costs and expenses of the action or proceeding (which amount shall be allocated pro rata if insufficient to cover the totality prosecution of such costs action prior to granting the license to such party, Corvas and expenses)Schering shall divide the running royalty payments received from any such third party, with in the remainder proportion of [ *** ] to Schering and [ *** ] to Corvas; in such case, sales of such products by such third party shall not be paid to the Party (or shared equally among the Parties) owning the Intellectual Property Rights concerned.included as a part of Net Sales. * CONFIDENTIAL TREATMENT REQUESTED