Claims Based on CymaBay Manufacturing Sample Clauses

Claims Based on CymaBay Manufacturing. If a Third Party brings any Infringement Claim (a) against CymaBay or its Affiliate, or against Kaken or its Related Party, and (b) such claim or action is based primarily upon any activities by CymaBay or its contract manufacturer in the manufacture of Licensed Compound and/or the Licensed Product by or on behalf of CymaBay for supply to Kaken for use and sale in the Kaken Territory, then CymaBay shall have the sole right and responsibility (except as otherwise provided below), at its expense, to conduct and control the defense of such claim or action. CymaBay shall keep Kaken reasonably informed of such defense, and will provide Kaken and its counsel with an opportunity to consult with XxxxXxx and its counsel regarding the defense of such claim or action to the extent relevant to Kaken or its rights hereunder (including reviewing the contents of any material and relevant correspondence, legal papers or other documents related thereto), and XxxxXxx will take into account reasonable and timely requests and comments of Kaken regarding such defense. If Kaken (or its Affiliate) is a defendant in any such Third-Party claim or action, Kaken shall retain the right to conduct its own defense of its interests as affected by such action or claim. If CymaBay concludes an in-license agreement under any Intellectual Properties owned or controlled by Third Party to resolve an Infringement Claim under this Section 12.12.3, then CymaBay shall use Commercially Reasonable Efforts to secure the right to grant a sublicense under such Intellectual Properties to Kaken to manufacture the Licensed Compound and Licensed Products for supply, use and Commercialization in the Field of Use in the Kaken Territory, and any payments under such in-license agreement shall be CymaBay’s responsibility. Section 7.3.1.2 shall apply mutatis mutandis to in-license agreements that XxxxXxx concludes with a Third Party under this Section 12.12.3.
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