Common use of Baxter Clause in Contracts

Baxter. shall have the first right to respond to, defend or prosecute any actions taken to defend any alleged or threatened infringement, misappropriation or any other violation by a third party of ▇▇▇▇▇▇'▇ rights under the license granted in Section 3.1 of this Agreement. It is understood that such action may include defending against a nullity action or similar action or causes of action taken by such third party in such proceedings or actions. Nexell agrees to cooperate with Baxter and its legal counsel, join in suits or actions that may be brought by Baxter, at ▇▇▇▇▇▇'▇ request, allow itself to be named as a party, at ▇▇▇▇▇▇'▇ request, and be available at ▇▇▇▇▇▇'▇ reasonable request to be an expert witness or otherwise to assist in such proceedings. If Baxter elects to respond to, defend, prosecute or settle any such actions, challenges, infringements, misappropriations or proceedings by a third party alleging infringement, misappropriation or violation of ▇▇▇▇▇▇'▇ rights as described above then: (i) Baxter shall bear all legal fees and other costs and expenses associated with such response or defense, including those incurred by Nexell at ▇▇▇▇▇▇'▇ request; and (ii) Baxter shall keep all amounts recovered from third parties in connection with such response or defense. Furthermore, Baxter shall have the right to license such Licensed Intellectual Property in connection with any settlement of any such claim, with the prior written consent of Nexell (such consent not to be unreasonably withheld or delayed). Baxter shall have six (6) months to elect to respond to, defend or prosecute any such allegations of infringement, misappropriation or violation of rights. If Baxter declines to respond to, defend or prosecute any such action within such six (6) month period, then Nexell shall have the right to elect to bring any necessary action to defend or prosecute any such allegations of infringement, misappropriation or violation of rights. Notwithstanding anything to the contrary set forth in this Section 6.2, it is understood that nothing contained in this Section 6.2 shall limit, impose any additional obligation on or otherwise alter Nexell's obligation to indemnify Baxter under the Distribution and License Agreement or this Agreement.

Baxter. shall have the first right to respond to, defend or prosecute any actions taken to defend any alleged or threatened infringement, misappropriation or any other violation by a third party of ▇▇▇▇▇▇'▇ rights under the license granted in Section 3.1 3 of this Agreement. It is understood that such action may include defending against a nullity action or similar action or causes of action taken by such third party in such proceedings or actions. Nexell agrees to cooperate with Baxter and its legal counsel, join in suits or actions that may be brought by Baxter, at ▇▇▇▇▇▇'▇ request, allow itself to be named as a party, at ▇▇▇▇▇▇'▇ request, and be available at ▇▇▇▇▇▇'▇ reasonable request to be an expert witness or otherwise to assist in such proceedings. If Baxter elects to respond to, defend, prosecute or settle any such actions, challenges, infringements, misappropriations or proceedings by a third party alleging infringement, misappropriation or violation of ▇▇▇▇▇▇'▇ rights as described above then: (i) Baxter shall bear all legal fees and other costs and expenses associated with such response or defense, including those incurred by Nexell at ▇▇▇▇▇▇'▇ request; and (ii) Baxter shall keep all amounts recovered from third parties in connection with such response or defense. Furthermore, Baxter shall have the right to license such Licensed Intellectual Property in connection with any settlement of any such claim, with the prior written consent of Nexell (such consent not to be unreasonably withheld or delayed). Baxter shall have six (6) months to elect to respond to, defend or prosecute any such allegations of infringement, misappropriation or violation of rights. If Baxter declines to respond to, defend or prosecute any such action within such six (6) month period, then Nexell shall have the right to elect to bring any necessary action to defend or prosecute any such allegations of infringement, misappropriation or violation of rights. Notwithstanding anything to the contrary set forth in this Section 6.2, it is understood that nothing contained in this Section 6.2 shall limit, impose any additional obligation on or otherwise alter Nexell's obligation to indemnify Baxter under the Distribution and License Agreement or this Agreement.

Baxter. shall have the first right to respond to, defend or prosecute any actions taken to defend any alleged or threatened infringement, misappropriation or any other violation by a third party of ▇▇▇▇▇▇'▇ rights under the license granted in Section 3.1 of this Agreement. It is understood that such action may include defending against a nullity action or similar action or causes of action taken by such third party in such proceedings or actions. Nexell agrees to cooperate with Baxter and its legal counsel, join in suits or actions that may be brought by Baxter, at ▇▇▇▇▇▇'▇ request, allow itself to be named as a party, at ▇▇▇▇▇▇'▇ request, and be available at ▇▇▇▇▇▇'▇ reasonable request to be an expert witness or otherwise to assist in such proceedings. If Baxter elects to respond to, defend, prosecute or settle any such actions, challenges, infringements, misappropriations or proceedings by a third party alleging infringement, misappropriation or violation of ▇▇▇▇▇▇'▇ rights as described above then: (i) Baxter shall bear all legal fees and other costs and expenses associated with such response or defense, including those incurred by Nexell at ▇▇▇▇▇▇'▇ request; and (ii) Baxter shall keep all amounts recovered from third parties in connection with such response or defense. Furthermore, Baxter shall have the right to license such Licensed Intellectual Property in connection with any settlement of any such claim, with the prior written consent of Nexell (such consent not to be unreasonably withheld or delayed). Baxter shall have six (6) months to elect to respond to, defend or prosecute any such allegations of infringement, misappropriation or violation of rights. If Baxter declines to respond to, defend or prosecute any such action within such six (6) month period, then Nexell shall have the right to elect to bring any necessary action to defend or prosecute any such allegations of infringement, misappropriation or violation of rights. Notwithstanding anything to the contrary set forth in this Section 6.2, it is understood that nothing contained in this Section 6.2 shall limit, impose any additional obligation on or otherwise alter Nexell's obligation to indemnify Baxter under the Distribution and License Agreement or this Agreement.