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 activities hereunder infringe or will infringe said Third Party's patent or misappropriate said Third Party's trade secret or Third Party's trademark or other intellectual property, 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 nor settle any such suit, without written consent of the other Party, which consent shall not be unreasonably withheld. The Parties shall equally share in the 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 License Fees which shall be paid pursuant 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 Sued Party's or the Sued Party's sublicensees' Developmentdevelopment, manufacture or Commercialization activities hereunder infringe commercialization of any Product by the Sued Party or will its Affiliate, Licensee or Sublicensee infringes or shall infringe said Third Party's patent ’s Patent Right(s) or misappropriate misappropriates said Third Party's ’s trade secret or Third Party's trademark or other intellectual propertysecret, 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, which such consent shall not to be unreasonably withheld. The Parties shall equally share in Subject to the reasonable 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, other than Third Party License Fees which shall will be paid pursuant to Section 4.6(e) or as part of Reimbursable Commercial Costs under Section 6.2by the Sued Party.

Third Party Suit. If a Third Party sues a Party (the "“Sued Party"”) alleging that the Sued Party's ’s or the Sued Party's sublicensees' ’s Sublicensees’, Development, manufacture Manufacture or Commercialization activities hereunder infringe of the Licensed Compound or the Product infringes or will infringe said Third Party's ’s patent right(s) or misappropriate misappropriates said Third Party's ’s trade secret or Third Party's trademark or other intellectual propertysecret, 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 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 Ironwood Patent Rights, the Partner Patent Rights or the Joint Patent Rights, nor settle any such suit, without written consent of the other Party, which such consent shall not to be unreasonably withheld. The Parties shall equally share in Subject to the reasonable Parties’ respective indemnity obligations pursuant to Section 9.1 and 9.2, all litigation expenses, including settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party, other than Third Party License Fees which shall will be paid pursuant to Section 4.6(e) or as part of Reimbursable Commercial Costs under Section 6.2by [**].