COUNSEL/DEFENSE/SETTLEMENT Clause Samples

COUNSEL/DEFENSE/SETTLEMENT. In the event that OREXIGEN or CYPRESS is charged with infringement of a patent by a THIRD PARTY as a result of activities pursuant to this AGREEMENT, such party shall promptly notify the other in writing of any such allegation by such THIRD PARTY. CYPRESS shall have the sole right to control any defense of any such claim involving alleged infringement of THIRD PARTY patents by CYPRESS’s activities at its own expense (subject to Section 3.01(b)) and by counsel of its own choice, and OREXIGEN shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. OREXIGEN shall have the sole right to control any defense of any such claim involving alleged infringement of THIRD PARTY patents by OREXIGEN’s activities at its own expense and by counsel of its own choice, and CYPRESS shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither party shall have the right to settle any patent infringement litigation under this Section 7.01 relating to any OREXIGEN PATENT RIGHTS in a manner that diminishes the rights or interests of the other party without the written consent of such other party (which shall not be unreasonably withheld).