Third Party Suits. (a) Fenix shall promptly give written Notice to the Shareholders of any Third Party Suit, which may be given by written Notice of an Indemnification Claim in respect of the Third Party Suit. Fenix’s failure or delay in giving this Notice shall not relieve the Shareholders from their indemnification obligation under this Article 10 in respect of the Third Party Suit, except to the extent that the Shareholders suffer or incur a loss or are prejudiced by reason of Fenix’s failure or delay.
(b) Fenix shall control the defense of any Third Party Suit. The Shareholders shall be entitled to copies of all pleadings and, at their expense, may participate in, but not control, the defense and employ their own counsel. The Shareholders shall in any event reasonably cooperate in the defense of the Third Party Suit.
(c) Fenix’s settlement of a Third Party Suit shall also be binding on the Shareholders, in the same manner as if a final judgment in the amount of the settlement had been entered by a court of competent jurisdiction, if, as part of the settlement, the Shareholders receive a binding release providing that any liability of the Shareholders in respect of the Third Party Suit is being satisfied as part of the settlement. Fenix shall give the Shareholders at least 30 days’ prior written Notice of any proposed settlement, and during this 30-day period the Shareholders may reject the proposed settlement and instead assume the defense of the Third Party Suit if:
(1) the Third Party Suit seeks only money damages and does not seek injunctive or other equitable relief against Fenix or the Company;
(2) the Shareholders unconditionally acknowledge in writing to Fenix that the Shareholders are obligated to indemnify Fenix in full in respect of the Third Party Suit (except for any matters that are not subject to indemnification under this Agreement);
(3) the counsel chosen by the Shareholders to defend the Third Party Suit is reasonably satisfactory to Fenix;
(4) the Shareholders furnish Fenix with security reasonably satisfactory to Fenix to assure that the Shareholders have the financial resources to defend the Third Party Suit and to satisfy their indemnification obligation in respect of the Third Party Suit;
(5) the Shareholders actively and diligently defend the Third Party Suit; and
(6) the Shareholders consult with Fenix regarding the Third Party Suit at Fenix’s reasonable request. If the Shareholders assume the defense of the Third Party Suit, Fenix shall be entitl...
Third Party Suits. In the event that a Third Party shall make any claim or bring any suit or other proceeding against [*****], or any of its Affiliates, [*****] or customers, for infringement or misappropriation of any intellectual property rights with respect to the research, development, making, using selling, offering for sale, import or export of any Tau-Active Antibody or Licensed Product, [*****] shall have the right to defend and control the defense of such claim, suit or other proceeding as well as to initiate and control any counterclaim or other similar action at its own cost and expense. [*****] shall fully cooperate with [*****] in defense of such claim, suit or other proceeding, including by being joined as a party. Unless otherwise mutually agreed by the Parties, and subject to the respective indemnity obligations of the Parties set forth in Article 11, the provisions of Sections 8.3 and 8.4 shall apply to any proceeding covered by this Section 8.5, except that the negotiation of any license from the Third Party shall be subject to Section 5.7.
Third Party Suits. In the case of any Third Party Suit, the ----------------- Indemnified Party shall control the defense of the Third Party Suit, and the Indemnifying Party may, at its own expense, participate in (but not control) the defense and employ counsel separate from the counsel employed by the Indemnified Party; provided, however, that the Indemnified Party may demand that the Indemnifying Party assume control of the defense of the Third Party Suit at any time during the course of the suit. If the Indemnifying Party assumes control of the defense of a Third Party Suit, (a) the Indemnifying Party shall consult with the Indemnified Party with respect to the Third Party Suit upon the Indemnified Party's reasonable request for consultation, and (b) the Indemnified Party may, at its expense, participate in (but not control) the defense and employ counsel separate from the counsel employed by the Indemnifying Party. Regardless of whether the Indemnifying Party assumes the defense of the Third Party Suit, all parties shall cooperate in its defense.
Third Party Suits. In the event that a Third Party shall make any claim or bring any suit or other proceeding against Quark, or any of its Affiliates, Sublicensees or customers, for infringement or misappropriation of any intellectual property rights with respect to the research, development, making, using selling, offering for sale, import or export of any Licensed Product, Quark or its Sublicensee shall have the right to defend and control the defense of such claim, suit or other proceeding as well as to initiate and control any counterclaim or other similar action at its own cost and expense. Licensor shall fully cooperate with Quark or its Sublicensee, as applicable, in defense of such claim, suit or other proceeding, including by being joined as a party. Unless otherwise mutually agreed by the Parties, and subject to the respective indemnity obligations of the Parties set forth in Article 10, the provisions of Sections 7.2 and 7.3 shall apply to any proceeding covered by this Section 7.4, except that the negotiation of any license from the Third Party shall be subject to Section 4.4.
Third Party Suits. In the case of (x) any Third-Party Suit involving a Legal Proceeding (i) brought by a Governmental Entity or (ii) related to any investigations or actions taken at the request or direction of, or in response to actions taken by, a Governmental Entity, the Indemnified Party shall control the defense of such Third-Party Suit, and the Indemnifying Party may, at its own expense, participate in (but not control) the defense and employ counsel separate from the counsel employed by the Indemnified Party; provided that the Company shall be entitled to control the defense of any Third-Party Suit that would reasonably be expected to have a material impact on the Retained Business, and (y) all other Third-Party Suits, the Indemnifying Party shall control the defense of such Third-Party Suit, and the Indemnified Party may, at its own expense, participate in (but not control) the defense and employ counsel separate from the counsel employed by the Indemnifying Party; provided, however, that the controlling party may demand that the other party assume control of the defense of the Third-Party Suit at any time during the course of the Third-Party Suit. If the Indemnifying Party or the Indemnified Party, as applicable, assumes control of the defense of a Third-Party Suit after such a demand by the other party, (a) the party controlling such Third-Party Suit shall consult with the non-controlling party with respect to the Third-Party Suit upon the non-controlling party’s reasonable request for consultation, and (b) the non-controlling party may, at its expense, participate in (but not control) the defense and employ counsel separate from the counsel employed by the controlling party. Regardless of whether the Indemnifying Party or the Indemnified Party assumes the defense of the Third-Party Suit, all parties shall cooperate in its defense, including by providing reasonable access to such documents or other information as may reasonably be requested in connection with such defense, including the negotiation or settlement of any claim.
Third Party Suits. In addition, in the event that a Third Party shall otherwise make any claim or bring any suit or other proceeding against a Party, or any of its Affiliates, sublicensees, or customers, for infringement or misappropriation of any intellectual property rights with respect to the research, development, making, using selling, offering for sale, import or export of any Product, the Party that becomes aware of such claim, suit or other proceeding shall notify the other Party and the Parties shall promptly convene a meeting of the JSC. All litigation matters contemplated by this Section 5.5 are hereinafter referred to as “Other Collaboration Litigation”.
(i) The JSC shall consider any potential Other Collaboration Litigation as a regular agenda item in their meetings and with the intent of being prepared to act in sufficient time to allow the Parties to make a timely determination and respond to any such actions. In connection therewith, the JSC shall discuss in good faith the coordination of all Other Collaboration Litigation (including patent exchange activities and litigation defense) and whether one Party should take the lead in any particular activity or suit. The JSC shall also determine, if applicable, whether the Parties [**].
(ii) Each Party shall have the right to be represented by its own counsel in such Other Collaboration Litigation matters unless the Parties elect to engage counsel jointly. The Parties shall cooperate in good faith, coordinate their input to counsel, and share drafts of proposed court filings for review reasonably in advance of filing to facilitate comments, input and exchange of ideas unless exigent circumstances require immediate action. Input will be provided promptly to counsel. The Parties and their counsel shall seek to agree on joint strategy and pleadings recognizing the importance of alignment. Counsel to the Parties shall also consult regularly to discuss plans and strategy, and have review meetings as needed, but no less than [**] once the BPCI Act exchange process or other litigation commences. Each Party shall give due consideration to the other Party’s recommendations and advice with regard to claims, arguments and strategy; however, if the Parties are unable to reach agreement on a particular strategy or pleading, then either Party may immediately escalate the matter to the Parties representatives (in the case of Xxxxxx, to the President of BioScience, in the case of Momenta to its President) to resolve the matter. If...
Third Party Suits. If any notice of infringement is received by, or a suit is initiated against, either Party or its Affiliates, sub-licensees or distributors with respect to the Licensed Product in the Territory, the Parties shall consult in good faith regarding the best response and shall share equally any costs or damages incurred in respect thereof (except in the event a final non-appealable judgment is entered against a Party in which event all costs and damages shall be the responsibility of the Party that purportedly owned the infringing intellectual property or whose conduct was responsible for the infringement), provided that if Kedrion is required to pay any third party whether by settlement or by judgment in order to obtain a license under patents owned by such third party to avoid infringement of such third party’s patent-protected technology with respect to the Licensed Product, such payments shall be shared by Kedrion offsetting against the royalties otherwise due and payable by Kedrion to Nabi under this Agreement (i) in the case of any payments in respect of the patent rights listed in Schedule 2.1(d)(i)(A), one hundred percent (100%) of such payments, and (ii) in any other case fifty percent (50%) of such payments. Notwithstanding the foregoing, in the event the infringement claim is settled by Nabi without the consent of Kedrion, the reimbursement obligations of Kedrion provided for in this Section 7.7 shall not be applicable.
Third Party Suits. The Parties agree that in the event that any third party makes a claim or institutes an action or suit (a "Claim") against any of the Stockholders resulting from this Agreement, 7th shall assume the defense of any such Claim at its expense and through counsel of its choosing within twenty (20) days following its receipt of written notice of the
Third Party Suits. In the event that any action or claim is brought by any Third Party against a Party or its Affiliates alleging that manufacture, use or sale of Radio Frequency Integrated Circuits, including the RFID Circuit, infringes upon any intellectual property rights owned by such Third Party, the Party or its Affiliates being sued may, at its option, take necessary steps to defend or meet such suit at its own expense. At the request of the Party or its Affiliate being sued, the other Party shall cooperate fully with it in providing information concerned and necessary documents. If the manufacture, use or sale by a Party or its Affiliates of Radio Frequency Integrated Circuits, including the RFID Circuit, is subject to any preliminary injunction of any competent court, the other Party shall consult with the Party subject to such injunction, and the Parties, acting in good faith, shall decide to (i) procure for the Party or the Party’s Affiliate being sued the right to duly use them, or (ii) suitably modify them so that they would not be infringing. In the case of (i) and (ii), each Party shall bear its own expenses. In the case (i) or (ii) is unfeasible, Hynix shall return to Xxxxx all information transferred to Hynix under this Agreement and Hynix shall not use any such information, Xxxxx Design Information, Xxxxx Patents and Mask Work Rights, and the RFID Circuit for any reason whatsoever. In the case (i) or (ii) is unfeasible, and the injunction relates specifically and only to Celis intellectual property, Xxxxx shall refund to Hynix the actual amount paid by Hynix to Xxxxx pursuant to Article 4, and Xxxxx shall refund to Hynix the actual amount of royalties paid by Hynix to Xxxxx pursuant to Article 6.
Third Party Suits. In the case of any Third Party Suit (including, without limitation, for the purposes of this Section 9.5 those third party suits described in Schedule 3.14), the Indemnifying Party shall control the defense of the Third Party Suit, and shall be fully responsible for the costs of counsel related thereto The Indemnifying Party shall consult with the Indemnified Party with respect to the Third Party Suit upon the Indemnified Party's reasonable request for consultation, and the Indemnified Party may, at its expense, participate in (but not - 42 - 44 control) the defense and employ counsel separate from the counsel employed by the Indemnifying Party. All parties shall cooperate in the defense of the Third Party Suit.
