Infringement of Third Party Rights in the Territory. If any Licensed Compound or Licensed Product used or sold by Amgen, its Affiliates or sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory, Amgen shall promptly notify Arrowhead and the Parties shall agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. Amgen shall be solely responsible for the defense of any such infringement claims, provided that Amgen shall provide to Arrowhead the ability to join such action, at Arrowhead’s request and expense, to pursue such action in which a patent asserted by a Third Party under this Section 10.6, claims (a) the composition of matter or use, sale, offer for sale, or importation in any and all fields of any Licensed Compound or Licensed Product or (b) the manufacture of any such Licensed Compound or Licensed Product using the process employed by Arrowhead as of the Effective Date (any such patent, “Subject Patent”). To the extent directly related to the Subject Patent, Amgen shall keep Arrowhead regularly informed of the status and progress of any action to the extent involving a Subject Patent, shall reasonably consider Arrowhead’s comments on any such action with respect to such Subject Patent, including determination of litigation strategy and filing of material papers to the competent court. In addition, Amgen shall provide Arrowhead with drafts of all material papers to be filed with the court to the extent directly related to the Subject Patent and shall in good faith incorporate all reasonable comments thereto by Arrowhead before filing such papers.
Infringement of Third Party Rights in the Territory. Subject to Article 11, if any Product used or sold by Licensee, its Affiliates or Sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory, Licensee shall [***] notify MTI and [***]. Licensee shall notify and keep MTI apprised in writing of any such action and shall consider and take into account MTI’s reasonable interests and requests regarding such action. Any settlement of such infringement claim that would admit liability on the part of MTI, Merck or any of their respective Affiliates shall be Confidential treatment has been sought for portions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. subject to MTI’s prior written approval, such approval not to be unreasonably withheld, conditioned or delayed.
Infringement of Third Party Rights in the Territory. Subject to Article 11, if any Product used or sold by [* * *], its Affiliates or licensees or sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory, [* * *] shall promptly notify [* * *] and the Parties shall agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. [* * *]. Confidential treatment has been sought for portions of this Agreement. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
Infringement of Third Party Rights in the Territory. Subject to Article 11, if any Licensed Product used or sold by XXX, its Affiliates or sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent, XXX shall promptly notify Virobay and the Parties shall agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. XXX shall be solely responsible for the defense of any such infringement claims, at LEO’s cost and expense.
Infringement of Third Party Rights in the Territory. Subject to Article 11, if any Product used or sold by Takeda, its Affiliates or sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory, Takeda shall promptly notify ITI and the Parties shall agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. Takeda shall be solely responsible for the defense of any such infringement claims, at Takeda’s cost and expense, provided that the provisions of Section 9.4 shall govern the right of Takeda to assert a counterclaim of infringement of any ITI Patents or Joint Patents.
Infringement of Third Party Rights in the Territory. Subject to Article 10, if any Aradigm Product used or sold by Grifols, its Affiliates or licensees or sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Third Party’s Patent granted by a jurisdiction within the Territory (and such alleged infringement is caused by the Aradigm Technology and not Grifols’ use of its own or any Third Party technologies), Grifols shall promptly notify Aradigm and the Parties shall agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. Grifols shall be responsible for defending such claim (with all of its costs and expenses, including a reasonable allocation of costs of internal counsel, being reimbursed by Aradigm) and Aradigm shall provide all necessary assistance to Grifols with such defense at no cost to Grifols. Without limitation of any other rights Grifols may have under this Agreement, at law or in equity (including, without limitation, Grifols’ right to indemnification for breaches of Aradigm’s representation and warranty under Section 9.2(c)), Grifols may deduct fifty percent (50%) of its costs and expenses incurred in defending such claim (including, for this purpose, a reasonable allocation of expenses of internal counsel), such deduction to be limited to fifty percent (50%) of the royalties otherwise payable to Aradigm under this Agreement.
Infringement of Third Party Rights in the Territory. (a) If any Product used or sold by either Party, its Affiliates, licensees or sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory, the Party first having notice of the claim or assertion shall promptly notify the other Party, the Parties shall agree on and enter into an “identity of interest agreement” wherein such Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. License, Development and Commercialization Agreement between Ampio and Daewoong
Infringement of Third Party Rights in the Territory. Subject to Article 11, if any Product used or sold by [***], its Affiliates or Sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory, [***] Confidential treatment has been sought for portions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. shall promptly notify [***] and the Parties shall agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. [***] shall be solely responsible for the defense of any such infringement claims, at [***] cost and expense, provided that the provisions of Section 9.4 shall govern the right of [***] to assert a counterclaim of infringement of any MTI Patents or MTI Owned Improvement Patents. Merck and/or [***] shall have a right, each at their sole discretion, to join or otherwise participate in any resulting legal action with legal counsel selected by Merck and/or [***]; provided, however that such participation shall not undermine [***] right to control such legal action and such participation will be at each of Merck’s and [***] sole cost and expense. [***] shall notify and keep [***] apprised in writing of any such action and shall consider and take into account [***] reasonable interests and requests regarding such action. Any settlement of such infringement claim that would admit liability on the part of [***], Merck or any of their respective Affiliates shall be subject to [***] prior written approval, such approval not to be unreasonably withheld, conditioned or delayed.
Infringement of Third Party Rights in the Territory. Subject to the indemnification obligations set forth in Clause [ ] if any Product used or sold by Apollomics becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory, Apollomics shall promptly notify TYG of such event and the parties shall promptly meet to properly handle the claim or assertion and take the appropriate course of action. If the parties fail to agree on the appropriate course of action, TYG shall have discretion on the action that is taken.
Infringement of Third Party Rights in the Territory. (a) If any Licensed Product Commercialized by or on behalf of Sanuwave becomes the subject of a Third Party claim or assertion of infringement of such Third Party’s intellectual property, including any Patent, issued in the Territory, Sanuwave shall promptly notify Celularity and the Parties shall negotiate in good faith and agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. Subject to Sections 2.4 and 12.5, Celularity shall have the right, but not the obligation, to defend any such infringement claim, provided that all costs and expenses relating to, and arising from, the defense of any such infringement claim shall be divided equally between the Parties. Sanuwave shall provide all reasonable assistance to Celularity and reasonably cooperate in the defense of any such action. At each quarterly JSC meeting, Celularity shall provide to Sanuwave an update on the status and defense of such infringement claim during the previous calendar quarter and any other information with respect thereto as reasonably requested by Sanuwave.
