Infringement Claims by Third Parties Sample Clauses

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 shall be [***].

Infringement Claims by Third Parties. 10.4.1. Subject to each Party’s indemnification obligations set forth in Sections 13.1 and 13.2, if the manufacture, sale, offer for sale, importation or use of a Licensed Product in the Field in the Territory pursuant to this Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by either Party (or its Affiliates or, in the case of Impax, Sublicensees), such Party shall promptly notify the other Party thereof in writing. Each Party who is sued may conduct and control the defense of any such claim, suit, or proceeding brought against such Party (or its Affiliates or, in the case of Impax, Sublicensees). Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Following execution of a mutually agreeable common interest agreement, and subject to any restrictions imposed by Applicable Law or the orders or rules of any tribunal, each Party agrees to provide the other Party with copies of all pleadings filed in such action. Each Party shall assist and cooperate with the other Party as such other Party may reasonably request from time to time in connection with its activities set forth in this Section 10.4, including by providing reasonable access to relevant documents and other evidence, and making its employees available at reasonable business hours. 10.4.2. Subject to each Party’s indemnification rights and obligations, each Party shall conduct and control the defense of any claim, suit, or proceeding brought against such Party (or its Affiliates or, in the case of Impax, Sublicensees) at such Party’s own expense, provided that in the case of Impax, Impax shall have the rights set forth in Section 7.2.3 with respect to certain royalty deductions. Any recoveries by either Party of any sanctions or other recoveries awarded to such Party and against a party asserting a claim being defended under this Section 10.4 shall be applied first to reimburse the defending Party for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings. The balance of any such recoveries shall be allocated between the Parties as provided in manner consistent with Section 10.3.3. For clarity, nothing contained in this Section 10.4 is intended or shall be construed to confer on a Party a right to assert claims or counterclaims in connection with any action brought against such Party (or its Affiliates or, in the case o...

Infringement Claims by Third Parties. If either (i) any Licensed Product Developed, made, Commercialized or otherwise exploited by or under authority of Arcus becomes the subject of a Third Party’s claim or assertion of infringement of a patent relating to the manufacture, use, sale, offer for sale or importation of such Licensed Product in the Field in the Territory, or (ii) if a declaratory judgment action is brought naming either Party as a defendant and alleging invalidity of any of the Licensed Patents in the Territory, the Party first having notice of the claim or assertion shall promptly notify the other Party, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Unless the Parties otherwise agree in writing, each Party shall have the right to defend itself against a suit that names it as a defendant (the “Defending Party”). If WuXi is named in such legal action *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. but not Arcus, then Arcus shall have the right to join, at its own expense, any such legal action and to be represented in such action by its own counsel. None of the Parties shall enter into any settlement of any claim described in this Section in the Territory that admits to the invalidity, narrowing of scope or unenforceability of the Licensed Patents or this Agreement, incurs any financial liability on the part of the other Party or requires an admission of liability, wrongdoing or fault on the part of the other Party without such other Party’s prior written consent. In any event, the other Party shall reasonably assist the Defending Party and cooperate in any such litigation at the Defending Party’s cost and the Defending Party shall reimburse the other Party’s reasonable, documented, out-of-pocket costs associated therewith.

Infringement Claims by Third Parties. If the Manufacture, Commercialization, or use of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by Xynomic (or its Affiliates or Sublicensees), Xynomic shall promptly notify Pharmacyclics thereof in writing. Xynomic shall defend any action which names Xynomic and/or Pharmacyclics which claims the infringement, after the Effective Date, of any Third Party Patent through the making, using, selling, offer for sale or importing of a Licensed Compound or Licensed Product. If necessary and at Xynomic’s expense, Pharmacyclics will assist and cooperate with Xynomic in any such defense. Xynomic will bear all costs and expenses (including attorneys’ fees) and pay all damages and settlement amounts arising out of or in connection with any such action. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Neither Party may enter into any settlement that affects the other Party’s rights or interests without such Party’s written consent, which consent will not be unreasonably withheld, conditioned or delayed.

Infringement Claims by Third Parties. If the manufacture, sale or use of any product commercialized by a Party (the “Commercializing Party”) pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against a Commercializing Party (or its Sublicensees), such Commercializing Party shall promptly notify the other Party in writing setting forth the facts of such claim in reasonable detail. The Commercializing Party shall have the exclusive right to defend and control the defense of any such claim, suit or proceeding, at its own expense, using counsel of its own choice; provided, however, it shall not enter into any agreement or settlement which admits or concedes that any Patent licensed from the other Party is invalid, unenforceable or not infringed, without the prior written consent of the other Party. The Commercializing Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding, and the other Party shall have the right (but not the obligation) to be separately represented, at its expense, by counsel of its own choice and to advise the Commercializing Party on the defense of such claim, suit or proceeding.

Infringement Claims by Third Parties. If the manufacture, sale, use or other Exploitation of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may result in, any claim, suit or proceeding by a Third Party alleging infringement by AbbVie or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an enforcement action initiated pursuant to Section 7.5, the Party first becoming aware of such alleged Third Party Infringement Claim shall [****] notify the other Party thereof in writing. As between the Parties, AbbVie shall have the [****] right in the United States and the [****] right in the OUS Territory, but, in either case, not the obligation, to defend and control the defense of (including to settle) any such Third Party Infringement Claim at its sole cost and expense (but subject to Section 7.8.4 and Article 10), using counsel of its own choice. Licensor may participate in any such Third Party Infringement Claim with counsel of its choice at its sole cost and expense; provided that AbbVie shall retain control of such Third Party Infringement Claim. If AbbVie or its designee does not take [****] reasonable steps to defend or control the defense of any such Third Party Infringement Claim in the United States (a) within [****] following the first notice provided above with respect to the Third Party Infringement Claim or (b) provided such date occurs after the first such notice of the Third Party Infringement Claim is provided, [****] before the time limit, if any, set forth in appropriate laws and regulations for filing of such actions, whichever comes first, then Licensor, with the prior approval of [****] (not to be unreasonably withheld, delayed or conditioned), may defend or control the defense of any such Third Party Infringement Claim at its sole cost and expense. The Party defending or controlling the defense of any such Third Party Infringement Claim shall keep the other Party [****] informed of all material developments in connection with any Third Party Infringement Claim. The other Party shall, and shall cause its Affiliates to, assist and cooperate with the Party defending or controlling the defense of any such Third Party Infringement Claim, as such Party may [****] request from time to time, in connection with its activities set forth in this Section 7.7, including furnishing a power of attorney solely for such purpos...

Infringement Claims by Third Parties. With respect to any and all Claims instituted by Third Parties against Theravance or Clinigen or any of their respective Affiliates, sublicensees or subcontractors for patent infringement involving the manufacture, use, license, marketing, sale, offer for sale or importation of a Theravance Compound or Licensed Product in the Territory during the Term or for trademark infringement involving the Theravance Trademarks in the Territory during the Term (an “Infringement Claim”), Theravance shall defend, indemnify and hold harmless Clinigen and its Affiliates and each of their officers, directors, employees, successors and assigns from and against all such Infringement Claims of Third Parties, and all associated Losses in accordance with Article XII.

Infringement Claims by Third Parties. In the event that a Third Party asserts that the manufacture, use, sale, offer for sale or importation of any Vector or Product infringes a Patent Right of such Third Party, then the Party receiving notice of such action shall promptly notify the other Party and the following shall apply:

Infringement Claims by Third Parties. If, during the term of this Agreement, any claim or action is threatened or commenced by a third party alleging Infringement of third party rights by practice of Licensed Technology by Licensee, Licensee shall promptly and fully notify LTC in writing.

Infringement Claims by Third Parties. 3.4.1. If the practice of the license rights granted pursuant to this Agreement results in a Third Party bringing a claim, suit or proceeding alleging patent infringement against Bioamber, Bioamber shall promptly notify DuPont in writing setting forth the facts of such claim in reasonable detail.