Third Party Litigation Clause Samples

Third Party Litigation. In the event the Owner or ▇▇▇▇▇ are sued in court by a third party who is not required to arbitrate, and the dispute involves Subcontractor or the Work, the parties agree that Subcontractor may be joined into that lawsuit by the Owner or FLINT without any requirement for arbitration or mediation, and Subcontractor consents to the venue and jurisdiction of such court.

Third Party Litigation. In the event of any actual or threatened suit against Flexion or its Affiliates, Sublicensees or customers alleging that the Exploitation of Compound or Licensed Products or that the Exploitation of a Licensed Patent or the Licensed Know-How or any part thereof hereunder infringes the Patent or Intellectual Property Rights of any Person, […***…] shall, at […***…], assume direction and control of the defence of claims arising therefrom; provided, however, that […***…] shall obtain the written consent of […***…], not to be unreasonably withheld or delayed, prior to ceasing to defend, settling or otherwise compromising such claims with respect to any Licensed Patents and Licensed Know-How.

Third Party Litigation. In the event that a Third Party institutes a patent, trade secret, trademark or other infringement suit against Emergent or its Affiliates or sublicensees during the term of this Agreement, alleging that the practice by Emergent of the HPA Technology in the exercise of its rights as licensee under this Agreement infringes one or more patent, trademark, trade secret or other intellectual property rights held by such Third Party (an “Infringement Suit”), then (i) as between the Parties, Emergent shall assume direction and control of the defense of claims arising therefrom (including the right to settle such claims at its sole discretion), and (ii) Emergent may withhold and deposit into an interest-bearing escrow account [**] percent ([**]%) of all amounts that Emergent would otherwise be obligated to pay to HPA pursuant to Article V (the “Escrowed Amount”), and Emergent’s payment obligations to HPA under Article V shall be reduced accordingly, until such time as a final, non-appealable judgment is rendered with respect to such Infringement Suit by a court of competent jurisdiction, or the time permitted for appeal of a final, appealable judgment has lapsed (the “Final Judgment”). If Final Judgment is rendered in favor of Emergent (or its Affiliates or sublicensees, as the case may be), then Emergent shall pay to HPA, within ten days after the entry of such judgment, the full amount of the Escrowed Amount. If the Final Judgment is rendered partially or entirely in favor of such Third Party, then Emergent may apply the Escrowed Amount to the payment of its defense costs in connection with such Infringement Suit and to the payment of any award it is required to pay pursuant to such Final Judgment. If the Escrowed Amount exceeds such defense costs and award then Emergent, within ten (10) days following the date of the Final Judgment, shall remit to HPA the amount of such excess. If the Escrowed Amount does not equal or exceed the amount of such defense costs and award, then from and after the date of the Final Judgment, Emergent shall be entitled to withhold [**] percent ([**]%) of all amounts that Emergent would otherwise be required to pay to HPA pursuant to Article V until such time as the aggregate amounts so withheld plus the Escrowed Amounts equals the amount of such defense costs and award.

Third Party Litigation. In the event that a Third Party institutes a patent, trademark or other infringement suit (including any suit alleging the invalidity or unenforceability of the Patents of a Party or its Affiliates, or claiming confusion, deception or dilution of a Trademark) against either Party or its respective Affiliates, licensees or Sublicensees during the Term, alleging use of the Licensed Technology, Licensed Trademarks or any other activities hereunder, infringes one or more patent, trademark or other intellectual property rights held by such Third Party (an "Infringement Suit"), the Parties shall cooperate with one another in defending such suit. NovaDel shall have the first right to direct and control any Infringement Suit to the extent that it relates to the use of the Licensed Technology, the Licensed Trademarks or the Licensed Process; provided that Licensee shall bear one hundred percent (100%) of the costs and expenses associated with any such Infringement Suit to the extent that it relates to the Exploitation of the Licensed Product.

Third Party Litigation. (a) In the event that a Third Party institutes a Patent, Trademark or other infringement suit (including any suit alleging the invalidity or unenforceability of the Patents of a Party or its Affiliates, or claiming confusion, deception or dilution of a Trademark by a Product Trademark) against either Party or its respective Affiliates, licensees or permitted sublicensees during the Term, alleging that the Exploitation of the Collaboration Products in the Territory or any other activities hereunder, infringes one or more Patent, Trademark or other intellectual property rights held by such Third Party (an "INFRINGEMENT SUIT"), the Parties shall cooperate with one another in defending such suit. (b) With respect to the Medarex Technology or the Northwest Technology, the Parties shall jointly direct and control any Infringement Suit with respect to Collaboration Products or any Collaboration Patents; provided, however, that no Party shall cease to defend, settle or otherwise dispose of a suit with respect to any intellectual property of the other Party without the prior written consent of such other Party. (c) Each Party shall have the sole right to direct and control (including the right to cease to defend, settle or compromise) any Infringement Suit with respect to its Technology. The Parties * of any costs and expenses of such defense, except with respect to the Medarex Technology or the Northwest Technology, where Northwest and Medarex, respectively, shall be responsible for * of those costs As Filed with the Securities and Exchange Commission on August 10, 2001. *INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Third Party Litigation. In the event that, during the Term, any Third Party institutes against Patheon any action that alleges that the Manufacture of the Product hereunder in accordance with the terms hereof infringes the intellectual property rights held by such Third Party, then, as between Patheon and Flexion, and subject to Flexion indemnifying and defending and holding harmless Patheon in relation to such action pursuant Section 9.1(a)(iv) herein, Flexion, at its sole expense, shall have the sole obligation to contest and assume discretion and control of the defense of such action, including the right to settle such action on terms determined by Flexion; provided, however, that in no event may Flexion agree to the entry of any equitable or injunctive relief that is binding on Patheon and its Affiliates without Patheon’s prior written consent, not to be unreasonably withheld or delayed. Patheon, at Flexion’s expense, shall use all commercially reasonable efforts to assist and cooperate with Flexion as reasonably request by Flexion in such action.

Third Party Litigation. In the event of any actual or threatened suit against ***, AstraZeneca or its Affiliates, Sublicensees, Distributors or customers alleging that the Exploitation of Agreement Compounds or Licensed Products, or that the Exploitation of the Licensed Patents or the Collaboration Patents, AstraZeneca Patent or AstraZeneca Background Technologies by or on behalf of AstraZeneca under this Agreement, infringes the Patent or other intellectual property rights of any Person (an “Infringement Suit”), the Party first becoming aware of such Infringement Suit shall promptly give written notice to the other Party. *** shall have the first right, but not the obligation, through counsel of its choosing and at its cost and expense subject to the credit provisions of Section 17.5, to assume direction and control of the defence of claims arising therefrom (including, subject to what is stated below in this Section 17.4, the right to settle such claims at its sole discretion). *** shall, if reasonably requested by ***, allow *** to join in such legal action as a party at its own expense. *** shall remain in full control handling such legal action. Notwithstanding the foregoing, *** shall not have the right to, and shall ***, enter into any settlement or consent to any claim to the effect that any claim under, or the patent protection otherwise offered under, ***, without the prior written consent of ***, such consent not to be unreasonably withheld. If *** notifies *** in writing that it does not wish to assume such direction and control, ***, shall have the right, but not the obligation to, at its sole cost and expense, defend against such claims; provided, however, that *** may contribute to or join such legal action voluntarily, at its own cost and expense, and shall have the right to be heard and *** shall, and shall procure *** to, give due regard to ***, (i) shall not have the right to, and shall not permit any of its other licensees and shall procure such licensees not to, enter into any settlement or consent to any claim to the effect that any claim under, or the patent protection otherwise offered under, any part of the Licensed Patents within the Licensed Field would be materially negatively affected, without the prior written consent of ***, such consent not to be unreasonably withheld; and (ii) shall obtain the written consent of *** prior to ceasing to defend, settling or otherwise.

Third Party Litigation. In the event a third party institutes a suit against COMPANY for patent infringement involving a Licensed Product, COMPANY will promptly inform MAYO and keep MAYO regularly informed of the proceedings. COMPANY agrees to indemnify, defend and hold harmless MAYO for any claims, demands or law suits related thereto.

Third Party Litigation. In the event a third party institutes a suit against Company for infringement of intellectual property involving a Licensed Product, Company will promptly inform ▇▇▇▇ and keep ▇▇▇▇ regularly informed of the proceedings. [***]