Common use of Defense of Infringement Claims Clause in Contracts

Defense of Infringement Claims. Myco will cooperate with Pfizer at Pfizer's expense in the defense of any suit, action or proceeding against Pfizer or any sublicensee of Pfizer alleging the infringement of the intellectual property rights of a third party by reason of the use of Myco, Pfizer or Joint Patent Rights in the manufacture, use or sale of the Licensed Product. Pfizer shall give Myco prompt written notice of the commencement of any such suit, action or proceeding or claim of infringement and will furnish Myco a coy xx each communication relating to the alleged infringement. Myco shall give to Pfizer all authority (including the right to exclusive control of the defense of any such suit, action or proceeding and the exclusive right after consultation with Myco, to compromise, litigate, settle or to otherwise dispose of any such suit, action or proceeding), information and assistance necessary to defend or settle any such suit, action or proceeding; provided, however, Pfizer shall obtain Myco's prior consent to such part of any settlement which requires payment or other action by Myco or has a material adverse effect on Myco's business. If the parties agree that Myco should institute or join any suit, action or proceeding pursuant to this Section , Pfizer may at Pfizer's expense, join Myco s a defendant if necessary or desirable, and Myco shall execute all documents and take all other actions, including giving testimony, which may reasonably be required in connection with the prosecution of such suit, action or proceeding.

Defense of Infringement Claims. Myco Mitokor will cooperate with Pfizer at Pfizer's expense in the defense of any suit, action or proceeding against Pfizer or any sublicensee of Pfizer alleging the infringement of the intellectual property rights of a third party by reason of the use of Myco, Pfizer or Joint Patent Rights in the manufacture, use or sale of the Licensed Product. Pfizer shall give Myco Mitokor prompt written notice of the commencement of any such suit, action or proceeding or claim of infringement and will furnish Myco Mitokor a coy xx copy of each communication relating to the alleged infringement. Myco Mitokor shall give to Pfizer all authority (including the right to exclusive control of the defense of any such suit, action or proceeding and the exclusive right after consultation with MycoMitokor, to compromise, litigate, settle or to otherwise dispose of any such suit, action or proceeding), at Pfizer's expense, including by providing information and assistance necessary to defend or settle any such suit, action or proceeding; provided, however, Pfizer shall obtain MycoMitokor's prior consent to such part of any settlement which requires contemplates payment or other action by Myco Mitokor or has a material adverse effect on MycoMitokor's business. If the parties agree that Myco Mitokor should institute or join any suit, action or proceeding pursuant to this Section Section, Pfizer may may, at Pfizer's expense, join Myco s Mitokor as a defendant if necessary or desirable, and Myco Mitokor shall execute all documents and take all other actions, including giving testimony, which may reasonably be required in connection with the prosecution of such suit, action or proceeding.

Defense of Infringement Claims. Myco Megan will cooperate with Pfizer at Pfizer's expense in the defense of any suit, action or proceeding against Pfizer or any sublicensee of Pfizer alleging the infringement of the intellectual property rights of a third party by reason of the use of Myco, Pfizer or Joint Patent Rights in the manufacture, use or sale of the Licensed Product. Pfizer shall give Myco Megan prompt written notice of the commencement of any such suit, action or proceeding or claim of infringement and will furnish Myco xxxxxxx Xxxxx a coy xx copy of each communication relating to the alleged infringement. Myco Megan shall give to Pfizer all authority (authority, including the right to exclusive control of the defense of any such suit, action or proceeding and the exclusive right after consultation with MycoMegan, to compromise, litigate, settle or to otherwise dispose of any such suit, action or proceeding), information and assistance necessary to defend or settle any such suit, action or proceeding; provided, however, Pfizer shall obtain MycoMegan's prior consent to such part of any settlement which requires payment or other action by Myco Megan or has a material adverse effect on MycoMegan's business. If the parties agree that Myco Megan should institute or join any suit, action or proceeding pursuant to this Section Section, Pfizer may may, at Pfizer's expense, join Myco s Megan as a defendant if necessary or desirable, and Myco Megan shall execute all documents and take all other actions, including giving testimony, which may reasonably be required in connection with the prosecution of such suit, action or proceeding.

Defense of Infringement Claims. Myco Guilford will cooperate with Pfizer at Pfizer's expense in the defense of any suit, action or proceeding against Pfizer or any sublicensee of Pfizer alleging the infringement of the intellectual property rights of a third party by reason of the use of Myco, Pfizer or Joint Patent Rights in the manufacture, use or sale of the Licensed Product. Pfizer shall give Myco Guilford prompt written notice of the commencement of any such suit, action or proceeding or claim of infringement and will furnish Myco Guilford a coy xx copy of each communication relating to the alleged infringement. Myco Guilford shall give to Pfizer all authority (including the right to exclusive control of the defense of any such suit, action or proceeding and the exclusive right after consultation with MycoGuilford, to compromise, litigate, settle or to otherwise dispose of any such suit, action or proceeding), at Pfizer's expense, including by providing information and assistance necessary to defend or settle any such suit, action or proceeding; provided, however, Pfizer shall obtain MycoGuilford's prior consent to such part of any settlement which requires contemplates payment or other action by Myco Guilford or has a material adverse effect on MycoGuilford's business. If the parties agree that Myco Guilford should institute or join any suit, action or proceeding pursuant to this Section Section, Pfizer may may, at Pfizer's expense, join Myco s Guilford as a defendant if necessary or desirable, and Myco Guilford shall execute all documents and take all other actions, including giving testimony, which may reasonably be required in connection with the prosecution of such suit, action or proceeding.

Defense of Infringement Claims. Myco Pfizer will cooperate with Pfizer Embrex at PfizerEmbrex's expense in the defense of any suit, action or proceeding against Pfizer Embrex or any sublicensee of Pfizer Embrex alleging the infringement of the intellectual property rights of a third party by reason of the use of Myco, Pfizer or Joint Patent Rights in the manufacture, use or sale of the Licensed Product. Pfizer Embrex shall give Myco Pfizer prompt written notice of the commencement of any such suit, action or proceeding or claim of infringement and will furnish Myco Pfizer a coy xx copy of each communication relating to the alleged infringement. Myco Pfizer shall give to Pfizer Embrex all authority (including the right to exclusive control of the defense of any such suit, action or proceeding and the exclusive right after consultation with MycoPfizer, to compromise, litigate, settle or to otherwise dispose of any such suit, action or proceeding), at Embrex's expense, including by providing information and assistance necessary to defend or settle any such suit, action or proceeding; provided, however, Pfizer Embrex shall obtain MycoPfizer's prior consent to such part of any settlement which requires contemplates payment or other action by Myco Pfizer or has a material adverse effect on MycoPfizer's business. If the parties agree that Myco Pfizer should institute or join be joined in any suit, action or proceeding pursuant to this Section Section, Pfizer may Embrex may, at PfizerEmbrex's expense, join Myco s Pfizer as a defendant if necessary or desirabledefendant, and Myco Pfizer shall execute all documents and take all other actions, including giving testimony, which may reasonably be required in connection with the prosecution defense of such suit, action or proceedingproceeding and prosecution of any counterclaim or cross claim.

Defense of Infringement Claims. Myco Medarex will cooperate with Pfizer at Pfizer's ’s expense in the defense of any suit, action or proceeding against Pfizer or any sublicensee of Pfizer alleging the infringement of the intellectual property rights of a third party by reason of the use of Myco, Pfizer or Joint Patent Rights in the manufacture, use or sale of the Licensed Antibody Product. Pfizer shall give Myco Medarex prompt written notice of the commencement of any such suit, action or proceeding or claim of infringement and will furnish Myco Medarex a coy xx copy of each communication relating to the alleged infringement. Myco Medarex shall give to Pfizer all authority (including the right to exclusive control of the defense of any such suit, action or proceeding and the exclusive right after consultation with MycoMedarex, to compromise, litigate, settle or to otherwise dispose of any such suit, action or proceeding), at Pfizer’s expense, including by providing information and assistance necessary to defend or settle any such suit, action or proceeding; provided, however, Pfizer shall obtain Myco's Medarex’s prior consent to such part of any settlement which requires contemplates payment or other action by Myco Medarex or has a material adverse effect on Myco's Medarex’s business. If the parties agree that Myco Medarex should institute or join any suit, action or proceeding pursuant to this Section Section, Pfizer may may, at Pfizer's ’s expense, join Myco s Medarex as a defendant if necessary or desirable, and Myco Medarex shall execute all documents and take all other actions, including giving testimony, which may reasonably be required in connection with the prosecution of such suit, action or proceeding. [***] REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.