Common use of Notice; Cooperation Clause in Contracts

Notice; Cooperation. In the event that a Third Party at any time provides written notice of a claim to, or brings an action. suit or proceeding against, any Party or any of their respective Affiliates or sublicensees, claiming infringement of its patent rights or copyrights or unauthorized use or misappropriation of its Confidential Information, based upon an assertion or claim arising out of the manufacture, use and/or sale of any Product, such Party shall promptly notify the other Parties of the claim or the commencement of such action, suit or proceeding, enclosing a copy of the claim and/or all papers served, PROVIDED, HOWEVER, that GI and JHU shall have no obligation to provide such notice to MetaMorphix to the extent that such assertion or claim arises-out of or relates to the manufacture, use or sale of GI Type C Products. Each Party agrees to make available to the other Parties its advice and counsel regarding the technical merits of any such claim at no cost to the other Party.

Notice; Cooperation. In the event that a Third Party at any time provides written notice of a claim to, or brings an action. suit or proceeding against, any Party or any of their respective Affiliates or sublicensees, claiming infringement of its patent rights or copyrights or unauthorized use or misappropriation of its Confidential Information, based upon an assertion or claim arising out of the manufacture, use and/or sale of any Product, such Party shall promptly notify the other Parties of the claim or the commencement of such action, suit or proceeding, enclosing a copy of the claim and/or all papers served, PROVIDEDprovided, HOWEVERhowever, that GI and JHU shall have no obligation to provide such notice to MetaMorphix to the extent that such assertion or claim arises-out of or relates to the manufacture, use or sale of GI Type C Products. Each Party agrees to make available to the other Parties its advice and counsel regarding the technical merits of any such claim at no cost to the other Party.