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 Affiliates’ or Sublicensees’, Development, Manufacture or Commercialization of the Licensed Compound or the Product infringes or will infringe said Third Party’s patent right(s) or misappropriates said Third Party’s trade secret, then upon the Sued Party’s request and in connection with the Sued Party’s defense of any such Third Party suit, the other Party will provide reasonable assistance to the Sued Party for such defense and will join such suit if deemed a necessary party. The Sued Party will keep the other Party, if 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. The Sued Party will not admit the invalidity of any Patent Right licensed to a Party hereunder, nor settle any such suit, without written consent of the other Party, such consent not to be unreasonably withheld. Subject to the Parties’ respective indemnity obligations pursuant to Section 9.1 and 9.2, and without limiting anything in Section 4.3.4, all litigation expenses, including settlement costs, royalties paid in settlement of any such suit, and the [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. payment of any damages to the Third Party, will be paid by the Sued Party. Notwithstanding the foregoing, if the Sued Party seeks an indemnification pursuant to Section 9.1 or Section 9.2, then the provisions of such Section 9.1 or Section 9.2, and the provisions of Section 9.3 will apply and will control and will supersede this Section 7.7.2. to the extent it is inconsistent with Section 9.1, Section 9.2, or Section 9.3.

Third Party Suit. If a Third Party sues a Party (the “Sued Party”) alleging that the Sued Party’s or the Sued Party’s Affiliates’ or Sublicensees’, Development, Manufacture or Commercialization of the Licensed Compound or the Product infringes or will infringe said Third Party’s patent right(s) or misappropriates said Third Party’s trade secret, then upon the Sued Party’s request and in connection with the Sued Party’s defense of any such Third Party suit, the other Party will provide reasonable assistance to the Sued Party for such defense and will join such suit if deemed a necessary party. The Sued Party will keep the other Party, if 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. The Sued Party will not admit the invalidity of any Patent Right licensed to a Party hereunder, nor settle any such suit, without written consent of the other Party, such consent not to be unreasonably withheld. Subject to the Parties’ respective indemnity obligations pursuant to Section 9.1 and 9.2, and without limiting anything in Section 4.3.4, all litigation expenses, including settlement costs, royalties paid in settlement of any such suit, and the [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. payment of any damages to the Third Party, will be paid by the Sued Party. Notwithstanding the foregoing, if the Sued Party seeks an indemnification pursuant to Section 9.1 or Section 9.2, then the provisions of such Section 9.1 or Section 9.2, and the provisions of Section 9.3 will apply and will control and will supersede this Section 7.7.2. to the extent it is inconsistent with Section 9.1, Section 9.2, or Section 9.3.

Third Party Suit. If a Third Party sues a Party (the “Sued Party”) alleging that the Sued Party’s or the Sued Party’s Affiliates’ or Sublicensees’, Development, Manufacture or Commercialization of the Licensed Compound or the Product infringes or will infringe said Third Party’s patent right(s) or misappropriates said Third Party’s trade secret, then upon the Sued Party’s request and in connection with the Sued Party’s defense of any such Third Party suit, the other Party will provide reasonable assistance to the Sued Party for such defense and will join such suit if deemed a necessary party. The Sued Party will keep the other Party, if 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. The Sued Party will not admit the invalidity of any patent within the Ironwood Patent Right licensed Rights, the Partner Patent Rights or the Joint [**] = Portions of this exhibit have been omitted pursuant to a Party hereunderconfidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Patent Rights, nor settle any such suit, without written consent of the other Party, such consent not to be unreasonably withheld. Subject to the Parties’ respective indemnity obligations pursuant to Section 9.1 and 9.2, and without limiting anything in Section 4.3.4, all litigation expenses, including settlement costs, royalties paid in settlement of any such suit, and the [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. payment of any damages to the Third Party, will be paid by the Sued Party. Notwithstanding the foregoing, if the Sued Party seeks an indemnification pursuant to Section 9.1 or Section 9.2, then the provisions of such Section 9.1 or Section 9.2, and the provisions of Section 9.3 will apply and will control and will supersede this Section 7.7.2. to the extent it is inconsistent with Section 9.1, Section 9.2, or Section 9.3[**].

Third Party Suit. If a Third Party sues a Party (the “Sued Party”) alleging that the Sued Party’s or the Sued Party’s Affiliates’ or Sublicensees’, Development, Manufacture or Commercialization of the Licensed Compound Product or use of the Product Trademark or Product Domain Name infringes or will infringe said Third Party’s patent right(sPatent Right(s) or Trademark rights or misappropriates said Third Party’s trade secret, then upon the Sued Party’s request and in connection with the Sued Party’s defense of any such Third Party suit, the other Party will provide reasonable assistance to the Sued Party for such defense and will join such suit if deemed a necessary party; provided that for suits relating to any Product Trademark or Product Domain Name, subject to Section 5.7, AstraZeneca will have the first right (but not the obligation) and Ironwood will have the second right (but not the obligation) to assume the defense of any such suit; provided further that, with respect to any suit AstraZeneca elects to defend, Ironwood may select separate counsel of its own choosing at Ironwood’s expense. The Sued Party (or the controlling Party in the case of suits relating to any Product Trademark or Product Domain Name) will keep the other Party, if such other Party has not joined in such suit, reasonably informed with respect to the status of such suit on a quarterly basis, in person or by telephone, prior to and during the pendency of any such suit. The Sued Party or the controlling Party, as applicable, will not admit the invalidity of any Patent Right licensed to a Party hereunderwithin the Ironwood Patent Rights, the AstraZeneca Patent Rights, or Joint Patent Rights, nor settle any such suit, without written consent of the other Party, such consent not to be unreasonably withheld (and Ironwood’s consent will not be required with respect to AstraZeneca Collaboration Patent Rights), and in the case of the Product Trademarks and Product Domain Names, neither Party will submit any argument or take any position in such Third Party suit which may in any way lessen, impair or undermine the Product Trademarks, or settle any such suit, without written consent of the other Party, such consent not to be unreasonably withheld. Subject to the Parties’ respective indemnity obligations pursuant to Section 9.1 Sections 9.2 and 9.2, and without limiting anything in Section 4.3.49.3, all litigation expensescosts and expenses incurred with respect to a Third Party suit, including settlement costs, royalties paid in settlement of any such suit, and the [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. payment of any damages to the Third Party, will be paid by the Sued Party. Notwithstanding the foregoing, if the Sued Party seeks an indemnification pursuant to under this Section 9.1 or Section 9.2, then the provisions of such Section 9.1 or Section 9.2, 7.7.2 [**] and the provisions proceeds of Section 9.3 will apply and will control and will supersede this Section 7.7.2. to the extent it is inconsistent any awards, judgments or settlements obtained in connection with Section 9.1, Section 9.2, or Section 9.3any such suit [**].

Third Party Suit. If a Third Party sues a Party (the “Sued Party”) alleging that the Sued Party’s or the Sued Party’s Affiliates’ or Sublicensees’, Development, Manufacture or Commercialization of the Licensed Compound a Product or the use of a Product Trademark or Product Domain Name infringes or will infringe said Third Party’s patent right(sPatent Right(s) or Trademark rights or misappropriates said Third Party’s trade secret, then upon the Sued Party’s request and in connection with the Sued Party’s defense of any such Third Party suit, the other Party will provide reasonable assistance to the Sued Party for such defense and will join such suit if deemed a necessary party; provided that for suits relating to any Product Trademark or Product Domain Name, subject to Section 7.7, AstraZeneca will have the first right (but not the obligation) and Ironwood will have the second right (but not the obligation) to assume the defense of any such suit; provided further that, with respect to any suit AstraZeneca elects to defend, Ironwood may select separate counsel of its own choosing at Ironwood’s expense. The Sued Party (or the controlling Party in the case of suits relating to any Product Trademark or Product Domain Name) will keep the other Party, if such other Party has not joined in such suit, reasonably informed with respect to the status of such suit on a quarterly basis, in person or by telephone, prior to and during the pendency of any such suit. The Sued Party or the controlling Party, as applicable, will not admit the invalidity of any Patent Right licensed to a Party hereunderwithin the Ironwood Patent Rights, the AstraZeneca Patent Rights, or Joint Patent Rights, nor settle any such suit, without written consent of the other Party, such consent not to be unreasonably withheld (and Ironwood’s consent will not be required with respect to AstraZeneca Collaboration Patent Rights), and in the case of the Product Trademarks and Product Domain Names, neither Party will submit any argument or take any position in such Third Party suit which may in any way lessen, impair or undermine the Product Trademarks, or settle any such suit, without written consent of the other Party, such consent not to be unreasonably withheld. Subject to the Parties’ respective indemnity obligations pursuant to Section 9.1 and 9.2, and without limiting anything in 11.1 or Section 4.3.411.2, all litigation expensescosts and expenses incurred with respect to a Third Party suit, including settlement costs, royalties paid in settlement of any such suit, and the [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. payment of any damages to the Third Party, will be paid by the Sued Party. Notwithstanding the foregoing, if the Sued Party seeks an indemnification pursuant to under this Section 9.1 or Section 9.2, then the provisions of such Section 9.1 or Section 9.2, 9.7.2 [**] and the provisions proceeds of Section 9.3 any awards, judgments or settlements obtained in connection with any such suit will apply and will control and will supersede this Section 7.7.2. to the extent it is inconsistent with Section 9.1, Section 9.2, or Section 9.3[**].

Third Party Suit. If a Third Party sues a Party (the “Sued Party”) alleging that the Sued Party’s or the Sued Party’s Affiliates’ or Sublicensees’, Sublicensee’s Development, Manufacture or Commercialization of the Licensed Compound or the Product infringes or will infringe said Third Party’s patent right(s) or misappropriates said Third Party’s trade secret, then upon the Sued Party’s request and in connection with the Sued Party’s defense of any such Third Party suit, the other Party will provide reasonable assistance to the Sued Party for such defense and will join such suit if deemed a necessary party. The Sued Party will keep the other Party, if 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. The Sued Party will not admit the invalidity of any Patent Right licensed to a Party hereunder, nor settle any such suit, without written consent of the other Party, such consent not to be unreasonably withheld. Subject to the Parties’ respective indemnity obligations pursuant to Section 9.1 and 9.2, and without limiting anything in Section 4.3.44.3.5, all litigation expenses, including settlement costs, royalties paid in settlement of any such suit, and the [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. payment of any damages to the Third Party, will be paid by the Sued Party. Notwithstanding the foregoing, if the Sued Party seeks an indemnification pursuant to Section 9.1 or Section 9.2, then the provisions of such Section 9.1 or Section 9.2, and the provisions of Section 9.3 will apply and will control and will supersede this Section 7.7.2. to the extent it is inconsistent with Section 9.1, Section 9.2, or Section 9.3.