Common use of Declaratory Judgment Actions Clause in Contracts

Declaratory Judgment Actions. In the event that any Third Party initiates a declaratory judgment action or other proceeding alleging the invalidity or unenforceability of any of the Cephalon Patents, or if any Third Party brings an infringement action or other proceeding against FBIO or its Affiliates or Sublicensees with respect to any Licensed Product, then FBIO shall have the right to defend such action or proceeding under its own control and at its own expense; provided, however, that the Parties shall mutually agree that Cephalon may assume control of such defense, at its own expense, if Cephalon in good faith believes that assuming control of such defense is beneficial to the Parties. Each Party shall notify the other immediately upon learning of any such action, proceeding, claim or demand. FBIO shall NOT enter into any settlement, consent judgment or other voluntary final disposition of any action or proceeding under this Section 6.12, including any action or proceeding which restricts the scope, or adversely affects the enforceability of any Cephalon Patents, without the prior written consent of Cephalon. Any recovery shall be first applied to reimburse each Party pro rata for any out-of pocket expenses it may have incurred with respect to defense of such action and the remainder shall be retained entirely by the Party controlling the action; provided, however, that any recovery for infringement shall be distributed as described in Section 6.11. * Confidential material redacted and filed separately with the Commission.

Declaratory Judgment Actions. In the event that any Third Party third party initiates a declaratory judgment action or other proceeding alleging the invalidity or unenforceability of any of the Cephalon DFCI Patents, or if any Third Party third party brings an infringement action or other proceeding against FBIO CTI or its Affiliates or Sublicensees with respect to any Licensed Productbecause of the exercise of the rights granted CTI under this Agreement, then FBIO CTI shall have the right to defend such action or proceeding under its own control and at its own expense; provided, however, that the Parties parties shall mutually agree that Cephalon DFCI may assume control of such defense, at its own expense, if Cephalon DFCI in good good-faith believes that assuming control of such defense is beneficial to the Parties. Each Party shall notify the other immediately upon learning of any such action, proceeding, claim or demand. FBIO CTI shall NOT enter into any settlement, consent judgment or other voluntary final disposition of any action or proceeding under this Section 6.12, including any action or proceeding which restricts the scope, or adversely affects the enforceability of any Cephalon Patents, 6.7 without the prior written consent of Cephalonthe other party, which consent shall not be unreasonably withheld unless the settlement includes any express or implied admission of liability or wrongdoing on DFCI's part, in which case DFCI's right to grant or deny consent is absolute and at its sole discretion. Any recovery shall be first applied to reimburse each Party party pro rata for any out-of pocket expenses it may have incurred with respect to defense of such action and the remainder shall be retained entirely by the Party party controlling the action; provided, however, that any recovery for infringement shall will be distributed as described in Section 6.116.6. * Confidential material redacted and filed separately with the Commission.