Common use of Third Party IP Action Clause in Contracts

Third Party IP Action. During the Term, each Party shall promptly notify the other Party in writing upon becoming aware of any allegation by a Third Party that the Development, Manufacture or Commercialization of any Products in the Field in the Territory infringes or misappropriates or may infringe or misappropriate the Intellectual Property Rights of such Third Party in the Territory (a “Third Party IP Action”). Licensor shall defend the Third Party IP Action, and unless otherwise agreed in writing by the Parties, Licensor shall have control of the defence of any such Third Party IP Action by counsel of its own choice; provided, however, that Licensor may not settle or compromise any Third Party IP Action in a manner that materially adversely affects Licensee’s rights or interests hereunder, without the written consent of Licensee (such consent not to be unreasonably withheld, conditioned or delayed). Each party shall bear 50% of the expense of the defence of a Third Party IP Action. Licensor shall keep the Licensee reasonably informed of all material developments in connection with any Third Party IP Action. This Article 9.4 shall not be interpreted as placing on either Party a duty of inquiry regarding any Third Party's Intellectual Property Rights. Nothing in this Article 9.4 shall be deemed to oblige either Party to defend, indemnify or hold harmless the other Party arising from or occurring as a result of a Third Party IP Action.

Third Party IP Action. During the Term, each Party shall promptly notify the other Party in writing upon becoming aware of any allegation by a Third Party that the Development, Manufacture manufacture or Commercialization of any Products in the Field in the Territory infringes or misappropriates or may infringe or misappropriate the Intellectual Property Rights of such Third Party in the Territory (a “Third Party IP Action”). Licensor shall defend the Third Party IP Action, and unless otherwise agreed in writing by the Parties, Licensor shall have control of the defence defense of any such Third Party IP Action by counsel of its own choice; provided, however, that Licensor may not settle or compromise any Third Party IP Action Action, or knowingly take any other action in the course thereof, in a manner that materially adversely affects Licensee’s rights or interests hereunderinterests, without the written consent of Licensee (such consent not to be unreasonably withheld, conditioned or delayed). Each party shall bear 50% of the expense of the defence defense of a Third Party IP Action. Licensor shall keep the Licensee reasonably informed of all material developments in connection with any Third Party IP Action. This Article 9.4 shall not be interpreted as placing on either Party a duty of inquiry regarding any Third Party's Party Intellectual Property Rights. Nothing in this Article 9.4 shall be deemed to oblige obligate either Party to defend, indemnify or hold harmless the other Party arising from or occurring as a result of a Third Party IP Action.

Third Party IP Action. During the Term, each Party shall promptly notify the other Party in writing upon becoming aware of any allegation by a Third Party that the Development, Manufacture manufacture or Commercialization of any Licensed Products in the Field in the Territory infringes or misappropriates or may infringe or misappropriate the Intellectual Property Rights of such Third Party in the Territory (a “Third Party IP Action”). Licensor Teva shall defend the Third Party IP Action, and unless otherwise agreed in writing by the Parties, Licensor Teva shall have control of the defence defense of any such Third Party IP Action by counsel of its own choice; provided, however, that Licensor Teva may not settle or compromise any Third Party IP Action Action, or knowingly take any other action in the course thereof, in a manner that materially adversely affects Licensee’s rights or interests hereunderinterests, without the written consent of Licensee (such consent not to be unreasonably withheld, conditioned or delayed). Each party shall bear 50% of the expense of the defence defense of a Third Party IP Action. Licensor Teva shall keep the Licensee reasonably informed of all material developments in connection with any Third Party IP Action. This Article Section 9.4 shall not be interpreted as placing on either Party a duty of inquiry regarding any Third Party's Party Intellectual Property Rights. Nothing in this Article Section 9.4 shall be deemed to oblige obligate either Party to defend, indemnify or hold harmless the other Party arising from or occurring as a result of a Third Party IP Action.

Third Party IP Action. During the Term, each Party shall promptly notify the other Party in writing upon becoming aware of any allegation by a Third Party that the Development, Manufacture or Commercialization of any Products in the Field in the Territory infringes or misappropriates or may infringe or misappropriate the Intellectual Property Rights of such Third Party in the Territory (a “Third Party IP Action”). Licensor shall have the first right, but not the obligation, to defend the Third Party IP Action, and unless otherwise agreed in writing by the Parties, Licensor shall have control of the defence defense of any such Third Party IP Action by counsel of its own choice; provided, however, that Licensor may not settle or compromise any Third Party IP Action Action, or knowingly take any other action in the course thereof, in a manner that materially adversely affects Licensee’s rights or interests hereunderinterests, without the written consent of Licensee (such consent not to be unreasonably withheld, conditioned or delayed). Each party If Licensor decides not to defend any Third Party IP Action, Licensor shall promptly notify Licensee and thereafter, Licensee shall have the right to defend such Third Party IP Action. The defending Party shall bear 50% of the expense of the defence defense of a Third Party IP Action. Licensor shall keep the Licensee reasonably informed of all material developments in connection with any Third Party IP Action. This Article 9.4 shall not be interpreted as placing on either Party a duty of inquiry regarding any Third Party's Party Intellectual Property Rights. Nothing in this Article 9.4 shall be deemed to oblige either Party to defend, indemnify or hold harmless the other Party arising from or occurring as a result of a Third Party IP Action.