Against Genentech Sample Clauses
Against Genentech. In the event that a Third Party shall make any claim or bring any suit or other proceeding against Genentech, or any of its, Sublicensees, Genentech Licensee 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 Collaboration Product or Licensed Product respecting which Milestone Payments or Royalties are payable to Xenon under this Agreement, Genentech 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. Xenon shall fully cooperate with Genentech in defense of such claim, suit or other proceeding, including by being joined as a party. Xenon shall have the right to be represented by counsel of its own choice, and Genentech shall reimburse Xenon for all responsible out-of-pocket costs that Xenon incurs relating to such cooperation.
Against Genentech. If a Third Party makes a claim or brings a suit or other proceeding against Genentech, or any of its Affiliates, sublicensees or customers, alleging that the research, development making, using selling, offering for sale, import or export of Licensed Product infringes or otherwise violates the intellectual property rights of such Third Party, Genentech shall have the sole 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. SurModics shall fully cooperate with Genentech in defense of such claim, suit or other proceeding, at Genentech’s expense (including any reasonable costs or expenses incurred by SurModics in connection with such claim, suit or other proceeding, such as, costs incurred in responding to subpoenas), 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 14, the provisions of Sections 11.3 and 11.4 shall apply to any proceeding covered by this Section 11.5(a), except that any license from the Third Party shall be subject to Section 7.9. Notwithstanding the foregoing, Genentech may, in its sole discretion, settle any claim or suit under this Section 11.5(a) consistent with the terms of Section 11.3
Against Genentech. In the event that a Third Party shall make any claim or bring any suit or other proceeding against Genentech, 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 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT. Compound, Formulation or Product, Genentech 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. Altus shall fully cooperate with Genentech 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 XIII, the provisions of Sections 10.7.5 and 10.7.6 shall apply to any proceeding covered by this Section 10.8.1, except that the negotiation of any license or immunity from suit from the Third Party shall be subject to Section 9.10.