Common use of Third Party Complaints Clause in Contracts

Third Party Complaints. If during the Agreement Term any Third Party gives notice of a complaint alleging infringement of any patent or other proprietary rights to Alnylam or its Related Parties regarding the use of the UBC Controlled IP, then the following procedure will be adopted: (a) Alnylam will promptly notify UBC and AlCana on receipt of the complaint and will keep UBC and AlCana fully informed of the actions and positions taken by the complainant and taken or proposed to be taken by Alnylam on behalf of itself or a Related Party; (b) except as provided in subsection (d) below, all costs and expenses incurred by Alnylam or its Related Parties in investigating, resisting, litigating and settling the complaint, including the payment of any award of damages and/or costs to any Third Party, will be paid by Alnylam or its Related Parties, as the case may be; (c) no decision or action concerning or governing any final disposition of the complaint which admits guilt on the part of UBC or AlCana or which would result in any material detriment to UBC or AlCana, will be taken without full consultation with, and approval by, UBC and AlCana; and (d) UBC and AlCana may elect to participate as a party in any litigation involving the complaint to the extent that the court may permit, but any additional expenses generated by such participation will be paid by UBC and AlCana (as the case may be) subject to the possibility of recovery of some or all of the additional expenses from the complainant.