Infringement Action by Third Parties. (a) In the event of the institution or threatened institution of any suit by a Third Party against Licensee for patent infringement involving the sale, distribution or marketing of the Product in the Territory where such infringement claim is a result of the use of the Licensed Technology, Licensee shall promptly notify Medistem in writing of such suit. Unless otherwise covered by Section 9.3, Licensee shall have the right to defend such suit at its own expense and shall be responsible for all damages incurred as a result thereof. Medistem hereby agrees to assist and cooperate with Licensee, at Licensee’s reasonable request and expense, in the defense of such suit (including, without limitation, consenting to being named as a nominal party thereto). During the pendency of such action and thereafter, Licensee shall continue to make all payments due under this Agreement.
Infringement Action by Third Parties. 6.5 Marketing Exclusivity/Patent Term Extensions
Infringement Action by Third Parties. (a) In the event of the institution of any suit by a third party against ACORDA for patent infringement involving the manufacture, sale, offer for sale, distribution or marketing of any Product in the Territory, ACORDA shall have the right to defend such suit at its own expense, and MAYO hereby agrees to assist and cooperate with ACORDA, at ACORDA’s expense, to the extent necessary in the defense of such suit. During the pendency of any such action, ACORDA shall continue to make all payments due under this Agreement, provided however, that ACORDA shall be entitled to a credit against such payments of an amount equal to one-half of the reasonable costs actually incurred in such action.
Infringement Action by Third Parties. (a) In the event of the institution of any suit by a third party against Kos for patent infringement involving the manufacture, use, sale, distribution or marketing of any Licensed Product, provided the basis of such suit is the practice by Kos of a Licensed Patent or Technology licensed hereunder, Kos shall promptly notify Fuisz in writing of such suit. Kos shall have the right to defend such suit at its own expense, and Fuisz shall assist and cooperate with Kos, at Kos's expense, to the extent necessary in the defense of such suit. During the pendency of such action, Kos shall continue to make all payments due under this Agreement.
Infringement Action by Third Parties. (a) In the event of the institution of any claim or suit by a Third Party against BND for patent infringement involving the manufacture, use, lease or sale of any Licensed Product in the Territory, BND shall promptly notify BDSI in writing of such claim or suit. BND shall have the right to defend such claim or suit at its own expense, and BDSI hereby agrees to assist and cooperate with BND, at BDSI's own expense, to the extent necessary in the defense of such claim or suit. During the pendency of such claim or suit, BND shall continue to make all payments due under this Agreement, but shall have a credit against Running Royalties otherwise payable hereunder for the full amount of all costs and expenses incurred by BND in defending against such claim or suit; provided, however, that in applying the credit against any Running Royalty payment, the amount of such payment shall not be reduced by more than 50% and any remaining credit shall be applied against subsequent Running Royalty payments .
Infringement Action by Third Parties. As soon as it shall have knowledge thereof, each Party shall promptly advise the other Party of any infringement action instituted by a Third Party with respect to any Product or of any grounds for any such action, regardless of whether such action has been instituted. In the event of the institution of any suit by a Third Party against SGI for patent infringement involving the manufacture, sale, distribution or marketing of any Product in the Territory, SGI shall have the right to defend such suit at its own expense, and BMS hereby agrees to assist and cooperate with SGI, at its own expense, to the extent necessary in the defense of such suit; provided, however, that with respect to any suit involving Patents licensed to BMS under the BMS In-Licenses, BMS shall have the right, at its sole discretion, to participate therein at its own expense. For so long as BMS shall continue to participate materially in any such action, SGI shall not enter into any settlement arrangement or other amicable arrangement without the prior written consent of BMS. During the pendency of such action, SGI shall continue to make all payments due under this Agreement. If, as a result of any judgment, award, decree or settlement resulting from an action instituted by a Third Party, SGI is required to pay damages and/or a royalty to such Third Party, SGI shall be solely responsible for the payment of such damages and/or such royalties for such Products to such Third Party and shall continue to pay royalties pursuant to this Agreement in the country which is the subject of such action. All royalties paid by SGI pursuant to this Section 10.2 shall be deemed to constitute Third Party Royalties for purposes of Section 5.3.
Infringement Action by Third Parties. In the event of the institution or threatened institution of any suit by a Third Party against either Party for patent infringement involving the use, manufacture, sale, offer for sale, distribution or marketing of the Licensed Product, the Party being sued shall promptly notify the other Party in writing of such suit.
Infringement Action by Third Parties. In the event of the institution of any claim or suit by a third party against CpG for patent infringement arising from the development, manufacture, use or sale of any Licensed Product in the Territory, CpG shall notify LOEB in writing of such suit within ten (10) business days of receiving notice of such suit. CpG shall have the right to defend such claim or suit at its own expense, and LOEB hereby agrees to assist and cooperate with CpG, at CpG’s expense, to the extent necessary in the defense of such suit. During the pendency of such claim or action, CpG shall continue to make payments due under this Agreement, but shall be entitled to claim a credit against royalties otherwise payable hereunder of an amount equal to the out-of-pocket unreimbursed costs and expenses incurred by CpG in defending against such claim or suit, provided that such credit shall be no greater than fifty percent (50%) of the amount of such royalties otherwise payable hereunder.
Infringement Action by Third Parties. If a Third Party makes or threatens against Spectrum, its Affiliates or sublicensees any claim of infringement of a right based upon the use of, or arising as a result of the exercise of the rights and licenses granted hereunder (each an "Alleged Infringement"), Spectrum shall have the right and obligation to respond to and defend any and all such Alleged Infringements. Spectrum shall promptly notify Altair in writing and provide a copy of (i) any claim of Alleged Infringement filed with a court or governmental authority or (ii) any written notice of an Alleged Infringement from an attorney or law firm. Altair shall have the right to jointly manage any such litigation, including the selection of counsel, and agrees to provide any necessary assistance that Spectrum may reasonably require in any such defense action. In the event of disagreement between Spectrum and Altair regarding litigation strategy or other matters pertaining to the litigation, including the selection of counsel, Spectrum shall have the final decision after consideration of Altair's position. If the Parties are successful in defending against the Alleged Infringement, reasonable costs of defense shall be equally shared between the Parties. Should claims be made directly against Altair, Altair shall also have the right, at its own expense, to retain counsel of its choice for its own defense in which case each Party will be responsible for its own costs and attorney fees. ***
Infringement Action by Third Parties. (a) In the event of the institution of any suit by a Third Party against BMS for patent infringement involving the manufacture, sale, distribution or marketing of any Licensed Products in the Territory and such infringement claim is a result of the use of the PROGENICS Technical Information, BMS shall promptly notify PROGENICS in writing of such suit. PROGENICS may defend such action at PROGENICS's sole expense on behalf of BMS with attorneys of its own selection, and BMS hereby agrees to assist and cooperate with PROGENICS, at its own expense, to the extent necessary in the defense of such suit. In such event (i.e., where PROGENICS has elected to defend in accordance with the preceding sentence), PROGENICS shall bear the full costs and expenses of such defense (including fees of attorneys and other professionals) and, in any event, whether or not PROGENICS has elected to defend such action, PROGENICS shall assume full responsibility for the payment of any award for damages, or any amount due pursuant to any settlement entered into by PROGENICS with such Third Party, which PROGENICS shall have the right to do in its sole discretion. In addition, BMS shall be entitled to retain its own counsel in such proceedings, at BMS's sole expense. During the pendency of such action, BMS shall continue to make all payments due under this Agreement.
