Common use of Declaratory Actions Clause in Contracts

Declaratory Actions. In the event that a declaratory judgment action alleging invalidity or non-infringement in the Field of any of the Schering Patent Rights in the Territory shall be brought against either Party, the Party against which such action is brought shall notify the other Party in writing. The Party against which such action is brought will defend said action using counsel selected by it and approved by the Joint Steering Committee, such approval not to be unreasonably withheld or delayed. No settlement, consent judgment or other voluntary final disposition of the action may be entered into by either of the Parties without the consent of the Joint Steering Committee, such consent not to be unreasonably withheld or delayed; PROVIDED, THAT, if the Party against whom the action is brought is EPIX, then EPIX shall have the right in its sole discretion to turn over the defense of the action to Schering (if necessary such defense to be conducted by Schering in the name of EPIX). The Costs of any defense under this Section 9.3 will be considered Development Costs if incurred during the Development Phase of a Licensed Product and Costs of Goods Sold if incurred thereafter. Any dispute arising under this Section shall not be subject to dispute resolution pursuant to Section 14.6, but instead shall be resolved by Schering in its sole discretion, except that if such dispute relates to Schering Program Technology which is a process, method, use, modification, derivative or formulation of Compound MS-325, then such dispute shall be resolved by EPIX it its sole discretion.

Declaratory Actions. In the event that a declaratory judgment action alleging invalidity or non-infringement in the Field of any of the Schering EPIX Patent Rights in the Territory shall be brought against either Party, the Party against which such action is brought shall notify the other Party in writing. The Party against which such action is brought will defend said action using counsel selected by it and approved by the Joint Steering Committee, such approval not to be unreasonably withheld or delayed. No settlement, consent judgment or other voluntary final disposition of the action may be entered into by either of the Parties without the consent of the Joint Steering Committee, such consent not to be unreasonably withheld or delayed; PROVIDED, THAT, if the Party against whom the action is brought is EPIXSchering, then EPIX Schering shall have the right in its sole discretion to turn over the defense of the action to Schering EPIX (if necessary such defense to be conducted by Schering EPIX in the name of EPIXSchering). The Costs of any defense under this Section 9.3 9.2 will be considered Development Costs if incurred during the Development Phase of a Licensed Product and Costs of Goods Sold if incurred thereafter. Any dispute arising under this Section shall not be subject to dispute resolution pursuant to Section 14.6, but instead shall be resolved by Schering EPIX in its sole discretion, except that if such dispute relates to Schering Program Technology which is a process, method, use, modification, derivative or formulation of Compound MS-325, then such dispute shall be resolved by EPIX it its sole discretion.