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 development, manufacture or commercialization of any Product by the Sued Party or its Affiliate, Licensee or Sublicensee infringes or shall 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 shall provide reasonable assistance to the Sued Party for such defense and shall join such suit if deemed a necessary party. The Sued Party shall 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 shall not admit the invalidity of any patent within the Egalet Patent Rights or the Shionogi Patent Rights, nor settle any such suit, without the prior written consent of the other Party, such consent not to be unreasonably withheld. Subject to the Parties’ respective indemnity obligations pursuant to Section 11.1 and 11.2, 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 the Sued Party.

Third Party Suit. If a Third Party sues a Party (the “"Sued Party”") alleging that the developmentSued Party's or the Sued Party's sublicensees' Development, manufacture or commercialization of any Product by the Sued Party Commercialization activities hereunder infringe or its Affiliate, Licensee or Sublicensee infringes or shall will infringe said Third Party’s Patent Right(s) 's patent or misappropriates misappropriate said Third Party’s 's trade secretsecret or Third Party's trademark or other intellectual property, then upon the Sued Party’s 's request and in connection with the Sued Party’s 's defense of any such Third Party suit, the other Party shall provide reasonable assistance to the Sued Party for such defense and shall join such suit if deemed a necessary party. The Sued Party shall 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 shall not admit the invalidity of any patent within the Egalet Patent Rights or the Shionogi Patent Rights, nor settle any such suit, without the prior written consent of the other Party, such which consent shall not to be unreasonably withheld. Subject to The Parties shall equally share in the Parties’ respective indemnity obligations pursuant to Section 11.1 and 11.2, all reasonable litigation expenses, including settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party, other than Third Party will License Fees which shall be paid by the Sued Partypursuant to Section 4.6(e) or as part of Reimbursable Commercial Costs under Section 6.2.

Third Party Suit. If a Third Party sues a Party (the “Sued Party”) alleging that the development, manufacture Sued Party’s or commercialization of any Product by the Sued Party Party’s Sublicensees’, Development, Manufacture or its Affiliate, Licensee Commercialization of the Licensed Compound or Sublicensee the Product infringes or shall will infringe said Third Party’s Patent Right(spatent 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 shall will provide reasonable assistance to the Sued Party for such defense and shall will join such suit if deemed a necessary party. The Sued Party shall 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 shall will not admit the invalidity of any patent within the Egalet Ironwood Patent Rights, the Partner Patent Rights or the Shionogi Joint Patent Rights, nor settle any such suit, without the prior written consent of the other Party, such consent not to be unreasonably withheld. Subject to the Parties’ respective indemnity obligations pursuant to Section 11.1 9.1 and 11.29.2, all litigation expenses, including settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party Party, will be paid by the Sued Party[**].