Common use of Third Party Suit Clause in Contracts

Third Party Suit. If a Third Party sues a Party (the “Sued Party”) alleging that the Sued Party’s or the Sued Party’s Sublicensees’ Development, Manufacture or Commercialization of the Collaboration Compound or Collaboration Product infringes or shall infringe said Third Party’s Patent Right(s) or misappropriates said Third Party’s trade secret, [**] to defend or settle such claim in its own name after consultation with Xxxxxxxxx and in connection with its defense of any such Third Party suit, Xxxxxxxxx shall provide reasonable assistance to AstraZeneca for such defense and shall join such suit if deemed a necessary party. AstraZeneca shall keep Xxxxxxxxx, if Xxxxxxxxx has not joined in such suit, reasonably informed on a quarterly basis, in person or by telephone, prior to and during the pendency of any such suit. AstraZeneca shall not admit the invalidity of any patent within the Xxxxxxxxx Patent Rights, the AstraZeneca Patent Rights or the Joint Patent Rights, nor settle any such suit, without written consent of the other Party, such consent not to be unreasonably withheld or delayed. Subject to Xxxxxxxxx’x indemnity obligations pursuant to Section 11.1, all litigation expenses, including settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party will be paid by AstraZeneca.

Third Party Suit. If a Third Party sues a Party (the “Sued Party”) alleging that the Sued Party’s or the Sued Party’s Sublicensees’ ’, Development, Manufacture or Commercialization of the any Collaboration Compound or Collaboration of the Product infringes or shall infringe said Third Party’s Patent Right(spatent right(s) or misappropriates said Third Party’s trade secret, [**] to defend or settle such claim in its own name after consultation with Xxxxxxxxx then upon the Sued Party’s request and in connection with its the Sued Party’s defense of any such Third Party suit, Xxxxxxxxx the other Party shall provide reasonable assistance to AstraZeneca the Sued Party for such defense and shall join such suit if deemed a necessary party. AstraZeneca The Sued Party shall keep Xxxxxxxxxthe other Party, if Xxxxxxxxx such other Party has not joined in such suit, reasonably informed on a quarterly basis, in person or by telephone, prior to and during the pendency of any such suit. AstraZeneca The Sued Party shall not admit the invalidity of any patent within the Xxxxxxxxx Microbia Patent Rights, the AstraZeneca Forest Patent Rights or the Joint Patent Rights, nor settle any such suit, without written consent of the other Party, such consent not to be unreasonably withheld or delayedwithheld. Subject to Xxxxxxxxx’x the Parties’ respective indemnity obligations pursuant to Section 11.111.2 and 11.3, all litigation expenses, including settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party will be paid by AstraZenecaParty, [**].

Third Party Suit. If a Third Party sues a Party (the “Sued Party”) alleging that the Sued Party’s or the Sued Party’s Sublicensees’ Development, Manufacture or Commercialization of the Collaboration Compound or Collaboration Product infringes or shall infringe said Third Party’s Patent Right(s) or misappropriates said Third Party’s trade secret, [**] to defend or settle such claim in its own name after consultation with Xxxxxxxxx and in connection with its defense of any such Third Party suit, Xxxxxxxxx shall provide reasonable assistance to AstraZeneca for such defense and shall join such suit if deemed a necessary party. AstraZeneca shall keep Xxxxxxxxx, if Xxxxxxxxx has not joined in such suit, reasonably informed on a quarterly basis, in person or by telephone, prior to and during the pendency of any such suit. AstraZeneca shall not admit the invalidity of any patent within the Xxxxxxxxx Patent Rights, the AstraZeneca Patent Rights or the Joint Patent Rights, nor settle any such suit, without written consent of the other Party, such consent not to be unreasonably withheld or delayed. Subject to Xxxxxxxxx’x indemnity obligations pursuant to Section 11.1, all litigation expenses, including settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party will be paid by AstraZeneca. [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

Third Party Suit. If a Third Party sues a Party (the “Sued Party”) alleging that the Sued Party’s or the Sued Party’s Sublicensees’ ’, Development, Manufacture or Commercialization of the any Collaboration Compound or Collaboration of the Product infringes or shall infringe said Third Party’s Patent Right(spatent right(s) or misappropriates said Third Party’s trade secret, [**] to defend or settle such claim in its own name after consultation with Xxxxxxxxx then upon the Sued Party’s request and in connection with its the Sued Party’s defense of any such Third Party suit, Xxxxxxxxx the other Party shall provide reasonable assistance to AstraZeneca the Sued Party for such defense and shall join such suit if deemed a necessary party. AstraZeneca The Sued Party shall keep Xxxxxxxxxthe other Party, if Xxxxxxxxx such other Party has not joined in such suit, reasonably informed on a quarterly basis, in person or by telephone, prior to and during the pendency of any such suit. AstraZeneca The Sued Party shall not admit the invalidity of any patent within the Xxxxxxxxx Microbia Patent Rights, the AstraZeneca Forest Patent Rights or the Joint Patent Rights, nor settle any such suit, without written consent of the other Party, such consent not to be unreasonably withheld or delayedwithheld. Subject to Xxxxxxxxx’x the Parties’ respective indemnity obligations pursuant to Section 11.111.2 and 11.3, all litigation expenses, including settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party will be paid by AstraZenecaParty, [***].