Common use of Infringement of Third Party Patents Clause in Contracts

Infringement of Third Party Patents. Each of the Parties shall promptly, but in any event no later than ten (10) days after receipt of notice thereof, notify the other Party in writing in the event of any claims by a Third Party of alleged patent infringement by Licensee or Lilly or any of their respective Affiliates or, in the case of Licensee, its Related Parties with respect to the research, Development, Manufacture, use, sale, offer for sale or importation of the Compound or Product (each, an “Infringement Claim”). With respect to any Infringement Claim in the Licensed Field, the Parties shall attempt to negotiate in good faith a resolution with respect thereto. If the Parties cannot settle such Infringement Claim with the appropriate Third Parties within thirty (30) days after the receipt of the notice pursuant to this Section 8.4.1, then Licensee shall assume control of the defense of such Infringement Claim. Lilly, upon request of Licensee, agrees to join in any such litigation, and in any event to reasonably cooperate with Licensee, in each case, at Licensee’s reasonable expense. Lilly will have the right to consult with Licensee concerning such Infringement Claim and to participate in and be represented by independent counsel in any litigation in which Lilly is a party at its own expense. Licensee shall have the exclusive right to settle any Infringement Claim without the consent of Lilly, unless such settlement would have a material adverse impact on Lilly (in which case the consent of such other Lilly shall be required). For purposes of this Section 8.4.1, any settlement that would involve the waiver of rights (including the rights to receive payments) of Lilly shall be deemed a material adverse impact and shall require the consent of Lilly, such consent not to be unreasonably withheld.

Appears in 2 contracts

Samples: Share Issuance Agreement (Ignyta, Inc.), Share Issuance Agreement (Ignyta, Inc.)

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Infringement of Third Party Patents. Each If Licensee, or any of its Affiliates or sublicensees, is subject to an action, suit or other proceeding (“Proceeding”) by a third party for infringement of a third party's patent, trademark or other intellectual property rights in the Territory because of the manufacture, use, sale or other exploitation of the Product or the Licensed Intellectual Property in the Territory, Licensee shall promptly notify Licensor in writing of such Proceeding, and the Parties shall promptly, but in any event no later than ten (10) days after receipt consult with each other to agree upon the course of notice thereof, notify the other Party action to be taken. Unless otherwise agreed in writing in by the event of any claims by a Third Party of alleged patent infringement by Licensee or Lilly or any of their respective Affiliates orParties, in the case of Licensee, its Related Parties with respect to the research, Development, Manufacture, use, sale, offer for sale or importation of the Compound or Product (each, an “Infringement Claim”). With respect to any Infringement Claim in the Licensed Field, the Parties Licensor shall attempt to negotiate in good faith a resolution with respect thereto. If the Parties cannot settle such Infringement Claim with the appropriate Third Parties within thirty (30) days after the receipt of the notice pursuant to this Section 8.4.1, then Licensee shall assume control of undertake the defense of such Infringement Claim. LillyProceeding with counsel of its choice (which shall be reasonably acceptable to Licensee), upon request of Licensee, agrees to join in any such litigation, and in any event to reasonably cooperate with Licenseeat its own expense, in each case, at Licensee’s reasonable expense. Lilly will which event Licensee shall have the right to consult with Licensee concerning such Infringement Claim and to participate in and be represented by independent advisory counsel in any litigation in which Lilly is a party of its own selection at its own expense. Licensor and Licensee shall have reasonably cooperate and coordinate with each other in the exclusive right defense of such Proceeding and furnish all pertinent evidence and reasonable assistance in their control. Each Party shall keep the other Party reasonably informed of all material developments in connection therewith. In the event Licensor fails to settle assume the defense of such Proceeding, Licensee may assume such defense at the expense of Licensor; provided, however, that Licensee will not consent to the entry of any Infringement Claim judgment or enter into any settlement with respect to the Proceeding without the prior written consent of LillyLicensor. In connection with the foregoing, unless such settlement would have a material adverse impact on Lilly (Licensor agrees to indemnify Licensee and its Affiliates and their respective officers, directors, managers, members, employees, successors and assigns against, and agrees to hold them harmless from, any Loss arising or resulting from or relating to infringement claims of the type described in which case the consent of such other Lilly shall be required). For purposes of this Section 8.4.1, any settlement that would involve the waiver of rights (including the rights to receive payments) of Lilly shall be deemed a material adverse impact and shall require the consent of Lilly, such consent not to be unreasonably withheld3.6.

Appears in 2 contracts

Samples: License Agreement (Columbia Laboratories Inc), License Agreement (Columbia Laboratories Inc)

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Infringement of Third Party Patents. Each If Licensee, or any of its Affiliates or sublicensees, is subject to an action, suit or other proceeding (“Proceeding”) by a third party for infringement of a third party's patent, trademark or other intellectual property rights in the Territory because of the manufacture, use, sale or other exploitation of the Product or the Licensed Intellectual Property, Licensee shall promptly notify Licensor in writing of such Proceeding, and the Parties shall promptlyconsult with each other to agree upon the course of action to be taken. During the Snap Back Period, but in any event no later than ten (10) days after receipt of notice thereof, notify the other Party unless otherwise agreed in writing in by the event of any claims by a Third Party of alleged patent infringement by Licensee or Lilly or any of their respective Affiliates orParties, in the case of Licensee, its Related Parties with respect to the research, Development, Manufacture, use, sale, offer for sale or importation of the Compound or Product (each, an “Infringement Claim”). With respect to any Infringement Claim in the Licensed Field, the Parties Licensor shall attempt to negotiate in good faith a resolution with respect thereto. If the Parties cannot settle such Infringement Claim with the appropriate Third Parties within thirty (30) days after the receipt of the notice pursuant to this Section 8.4.1, then Licensee shall assume control of undertake the defense of such Infringement Claim. LillyProceeding with counsel of its choice (which shall be reasonably acceptable to Licensee), upon request of Licensee, agrees to join in any such litigation, and in any event to reasonably cooperate with Licenseeat its own expense, in each case, at Licensee’s reasonable expense. Lilly will which event Licensee shall have the right to consult with Licensee concerning such Infringement Claim and to participate in and be represented by independent advisory counsel in any litigation in which Lilly is a party of its own selection at its own expense. Licensor and Licensee shall have reasonably cooperate and coordinate with each other in the exclusive right defense of such Proceeding and furnish all pertinent evidence and reasonable assistance in their control. Each Party shall keep the other Party reasonably informed of all material developments in connection therewith. In the event Licensor fails to settle assume the defense of such Proceeding during the Snap Back Period, Licensee may assume such defense at the expense of Licensor; provided, however, that Licensee will not consent to the entry of any Infringement Claim judgment or enter into any settlement with respect to the Proceeding without the prior written consent of LillyLicensor. In connection with the foregoing, unless such settlement would have a material adverse impact on Lilly (Licensor agrees to indemnify Licensee and its Affiliates and their respective officers, directors, managers, members, employees, successors and assigns against, and agrees to hold them harmless from, any loss arising or resulting from or relating to infringement claims of the type described in which case the consent of such other Lilly shall be required). For purposes of this Section 8.4.1, any settlement that would involve the waiver of rights (including the rights to receive payments) of Lilly shall be deemed a material adverse impact and shall require the consent of Lilly, such consent not to be unreasonably withheld3.5.

Appears in 1 contract

Samples: License Agreement (Columbia Laboratories Inc)

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