Common use of Claimed Infringement Clause in Contracts

Claimed Infringement. Each of the Parties shall promptly notify the other in the event a Party becomes aware that the Development, Manufacture, or Commercialization, or other Exploitation of any Licensed Product in or for the Territory infringes or misappropriates the Intellectual Property Rights of any Third Party, and shall promptly provide the other Party with any notice it receives or has received from a Third Party related to such suspected infringement or misappropriation. Licensee shall have the sole right, but not the obligation, to defend and control the defense of any such claim, suit, or proceeding at its own expense (but subject to credit as provided in Section 3.3), using counsel of its own choice. Licensor may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if Licensee finds it necessary or desirable to join Licensor as a party to any such action, Licensor shall execute all papers and perform such acts as shall be reasonably required; provided that Licensee shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by Licensor in connection with such joinder. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Any recoveries by Licensee in connection with defending any Third Party infringement claim under this Section 5.5 shall be allocated first to reimburse each Party’s out-of-pocket costs and expenses in connection with such defense (except to the extent that the applicable costs and expenses were previously reimbursed by Licensee to Licensor pursuant to this Section 5.5) and then [ * ].

Claimed Infringement. Each of the Parties shall promptly notify the other in the event a that any Third Party becomes aware that files any suit or brings any other action alleging patent infringement by Xxxxxxx or Legend or any of their respective Affiliates with respect to the Development, Manufacture, Commercialization or Commercialization, use of any LCAR-B38M Equivalent or Product (any such suit or other Exploitation action referred to herein as an “Infringement Claim”). In the event of any Licensed Product in or for Infringement Claim, the Territory infringes or misappropriates the Intellectual Property Rights of any Third PartyParties shall promptly, and within [***] of written notice from either Party to the other thereof, discuss which Party shall promptly provide control the response to such Infringement Claim, and if the Parties do not mutually agree upon which Party shall control, then [***]. Upon the request of the Party controlling the response to the Infringement Claim, the other Party shall reasonably cooperate with any notice it receives or has received from a Third the controlling Party related to at the controlling Party’s expense in the reasonable defense of such suspected infringement or misappropriationInfringement Claim. Licensee shall The other Party will have the sole right, but not right to consult with the obligation, controlling Party concerning any Infringement Claim and to defend and control the defense of any such claim, suit, or proceeding at its own expense (but subject to credit as provided in Section 3.3), using counsel of its own choice. Licensor may participate in and be represented by independent counsel in any such claim, suit, or proceeding with counsel of its choice associated litigation at its own expense. Without limitation of The damages or recovery obtained by the foregoing, if Licensee finds it necessary or desirable to join Licensor as a party to any Third Party asserting such action, Licensor shall execute all papers and perform such acts as Infringement Claim shall be reasonably requiredincluded as Allowable Expense and the Out-of-Pocket Costs in defending, and providing requested assistance in the defense of, such Infringement Claim shall be included in Shared Patent Costs; provided that Licensee any amounts paid in settlement of an Infringement Claim shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred not be included in Allowable Expenses unless such settlement was approved by Licensor in connection with such joinder. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Any recoveries by Licensee in connection with defending any Third Party infringement claim under this Section 5.5 shall be allocated first to reimburse each Party’s out-of-pocket costs and expenses in connection with such defense (except to the extent that the applicable costs and expenses were previously reimbursed by Licensee to Licensor pursuant to this Section 5.5) and then [ * ]JSC.