Common use of Defense of Infringements Clause in Contracts

Defense of Infringements. Licensee shall have the first right, but not the obligation, to defend any suits against Licensee, Affiliates or Sublicensees alleging infringement of any third party intellectual property right due to Licensee’s use of the Licensed Patent Rights or its development or commercialization of Licensed Products or Licensed Processes. Licensee shall promptly notify TSRI in writing of such claims, and TSRI and Licensee shall confer with each other and cooperate during the defense of any such action. If Licensee finds it necessary or desirable for TSRI to become a party to such action, TSRI shall execute all papers as may reasonably be necessary to add TSRI as a party to such action. Licensee shall bear all costs and expenses associated with any such suit or action. TSRI shall be entitled to, at its expense, participate in and have counsel, selected by it and reasonably acceptable to Licensee, participate in any such action. In no event shall TSRI have any out-of-pocket liability for costs of litigation or royalties, damages and/or settlement amounts due to any third party (except for costs of its own counsel as provided above). If the third party intellectual property right is held not to be infringed, unenforceable or invalid, any recovery of damages for such suit shall be applied first [***] shall be entitled to keep the balance remaining from any such recovery. For the purpose of clarity, it is acknowledged that this Section 8.6.3 shall in no way limit Licensee’s obligations under Section 9.1 to indemnify, defend and hold harmless TSRI with respect to third party claims alleging infringement of such third party’s intellectual property rights.

Defense of Infringements. Licensee Each party shall have promptly notify the first right, but not the obligation, to defend any suits against Licensee, Affiliates or Sublicensees alleging infringement other in writing of any allegation by a third party intellectual property right due to Licensee’s use that the practice of any invention claimed by the Licensed Patent Rights infringes or its development or commercialization of Licensed Products or Licensed Processes. Licensee shall promptly notify TSRI in writing may infringe the intellectual property rights of such claimsthird party, and TSRI and Licensee shall confer with each other and cooperate during the defense of any such action. Licensee shall have the first right, but not the obligation, to defend any action or suit against Licensee or Sublicensees alleging infringement of third party intellectual property rights due to Licensee’s or any Sublicensee’s practice of any invention claimed by the Licensed Patent Rights. If Licensee finds it necessary or desirable for TSRI to become a party to such action, TSRI shall execute all papers as may be reasonably be necessary to add TSRI as a party to such action. Licensee shall bear all costs and expenses associated with any such suit or action. TSRI shall be entitled to, at its expense, participate in and have counsel, counsel selected by it and reasonably acceptable to Licensee, participate in any such suit or action. In no event shall TSRI have any out-of-pocket liability for costs of litigation or royalties, damages and/or settlement amounts due to resulting from any third party action or suit defended by Licensee (except for costs fees and expenses of its own TSRI’s counsel as provided above). If the applicable third party intellectual property right is held not to be infringed, or is held to be unenforceable or invalid, and Licensee receives any recovery of damages for from such suit third party, such recovery shall be applied first [***] to reimburse all fees and expenses of Licensee, next to reimburse any fees and expenses of TSRI hereunder, and thereafter Licensee shall be entitled to keep the balance remaining from any such recovery. For the purpose of clarity, it is acknowledged that this Section 8.6.3 shall in no way limit Licensee’s indemnification obligations under Section 9.1 to indemnify, defend and hold harmless TSRI with respect to third party claims alleging infringement of such third party’s intellectual property rights9.1.

Defense of Infringements. Licensee Each party shall have promptly notify the first right, but not the obligation, to defend any suits against Licensee, Affiliates or Sublicensees alleging infringement other in writing of any allegation by a third party intellectual property right due to Licensee’s use that the practice of any invention claimed by the Licensed Patent Rights infringes or its development or commercialization of Licensed Products or Licensed Processes. Licensee shall promptly notify TSRI in writing may infringe the intellectual property rights of such claimsthird party, and TSRI and Licensee Company shall confer with each other and cooperate during the defense of any such action. Company shall have the first right, but not the obligation, to defend any action or suit against Company, its Affiliate or any Sublicensee alleging infringement of third party intellectual property rights due to Company’s or such Affiliate’s or Sublicensee’s practice of any invention claimed by the Licensed Patent Rights. If Licensee Company finds it necessary or desirable for TSRI to become a party to such action, TSRI shall execute all papers as may be reasonably be necessary to add TSRI as a party to such action. Licensee Company shall bear all costs and expenses associated with any such suit or action. TSRI shall be entitled to, at its expense, participate in and have counsel, counsel selected by it and reasonably acceptable to Licensee, participate in any such suit or action. In no event shall TSRI have any out-of-pocket liability for costs of litigation or royalties, damages and/or settlement amounts due to resulting from any third party action or suit defended by Company (except for costs fees and expenses of its own TSRI’s counsel as provided above). If the applicable third party intellectual property right is held not to be infringed, or is held to be unenforceable or invalid, and Company receives any recovery of damages for from such suit third party, such recovery shall be applied first [***] to reimburse all fees and expenses of Company, next to reimburse any fees and expenses of TSRI hereunder, and thereafter Company shall be entitled to keep the balance remaining from any such recovery. For the purpose of clarity, it is acknowledged that this Section 8.6.3 shall in no way limit LicenseeCompany’s indemnification obligations under Section 9.1 to indemnify, defend and hold harmless TSRI with respect to third party claims alleging infringement of such third party’s intellectual property rights9.1.

Defense of Infringements. Licensee shall shall, at its expense, have the ***Confidential Treatment Requested first right, but not the obligation, to defend any suits against Licensee, Affiliates Licensee or Sublicensees alleging infringement of any third party intellectual property right due to Licensee’s use or its Sublicensee’s practice of the Licensed Patent Rights or its development or commercialization of Licensed Products Products, Licensed Services or Licensed Processes. Licensee shall promptly notify TSRI in writing of such claims, and TSRI and Licensee shall confer with each other and cooperate during the defense of any such action. If Licensee finds it necessary or desirable for TSRI to become a party to such action, TSRI shall execute all papers as may reasonably be necessary to add TSRI as a party to such action. Licensee shall bear all costs and expenses associated with any such suit or action. TSRI shall be entitled toshall, at its expense, participate have the right to retain separate independent counsel to assist in and have counsel, selected by it and reasonably acceptable to Licensee, participate in defending any such actionactions. In no event shall TSRI have any out-of-pocket liability whatsoever for any damages, litigation costs of litigation or royalties, damages and/or settlement other amounts due to any third party (except for costs of its TSRI’s own counsel as provided above). If the third party intellectual property right is held not to be infringed, infringed or is held unenforceable or invalid, any recovery of damages for with respect to such suit shall first be applied first [***] to reimburse all litigation fees and expenses of TSRI, next to reimburse all litigation fees and expenses of Licensee, and thereafter Licensee shall be entitled to keep the remaining balance remaining from any such recovery. For the purpose of clarity, it is acknowledged the parties agree that this Section 8.6.3 7.6.3 shall in no way limit Licensee’s 's obligations under Section 9.1 8.1 to indemnify, defend and hold harmless TSRI Indemnitees (as defined in Section 8.1 below) with respect to third party claims alleging infringement of such third party’s 's intellectual property rights.

Defense of Infringements. Licensee shall have the first right, but not the obligation, to defend any suits against Licensee, Affiliates or Sublicensees alleging infringement of any third party intellectual property right due to Licensee’s use of the Licensed Patent Rights or its development or commercialization of Licensed Products or Licensed Processes. Licensee shall promptly notify TSRI in writing of such claims, and TSRI and Licensee shall confer with each other and cooperate during the defense of any such action. If Licensee finds it necessary or desirable for TSRI to become a party to such action, TSRI shall execute all papers as may reasonably be necessary to add TSRI as a party to such action. Licensee shall bear all costs and expenses associated with any such suit or action. TSRI shall be entitled to, at its expense, participate in and have counsel, selected by it and reasonably acceptable to Licensee, participate in any such action. In no event shall TSRI have any out-of-pocket liability for costs of litigation or royalties, damages and/or settlement amounts due to any third party (except for costs of its own counsel as provided above). If the third party intellectual property right is held not to be infringed, unenforceable or invalid, any recovery of damages for such suit shall be applied first [***] shall be entitled to keep the balance remaining from any such recovery. For the purpose of clarity, it is acknowledged that this Section 8.6.3 shall in no way limit Licensee’s obligations * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission under Section 9.1 to indemnify, defend and hold harmless TSRI with respect to third party claims alleging infringement of such third party’s intellectual property rights.

Defense of Infringements. Licensee shall have the first right, but not the obligation, to defend any suits against Licensee, Affiliates or Sublicensees alleging infringement of any third party intellectual property right due to Licensee’s use of the Licensed Patent Rights or its development or commercialization of Licensed Products or Licensed Processes. Licensee shall promptly notify TSRI in writing of such claims, and TSRI and Licensee shall confer with each other and cooperate during the defense of any such action. If Licensee finds it necessary or desirable for TSRI to become a party to such action, TSRI shall execute all papers as may reasonably be necessary to add TSRI as a party to such action. Licensee shall bear all costs and expenses associated with any such suit or action. TSRI shall be entitled to, at its expense, participate in and have counsel, selected by it and reasonably acceptable to Licensee, participate in any such action. In no event shall TSRI have any out-of-pocket liability for costs of litigation or royalties, damages and/or settlement amounts due to any third party (except for costs of its own counsel as provided above). If the third party intellectual property right is held not to be infringed, unenforceable or invalid, any recovery of damages for such suit shall be applied first [***] shall be entitled to keep the balance remaining from any such recovery. For the purpose of clarity, it is acknowledged that this Section 8.6.3 shall in no way limit Licensee’s obligations under Section 9.1 to indemnify, defend and hold harmless TSRI with respect to third party claims alleging infringement of such third party’s intellectual property rights.. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission