Third Party Suit. If a Third Party sues a Party (the “Sued Party”) alleging that the Sued Party’s or the Sued Party’s Sublicensees’ Development, Manufacture or Commercialization of the Collaboration Compound or Collaboration Product infringes or shall infringe said Third Party’s Patent Right(s) or misappropriates said Third Party’s trade secret, [**] to defend or settle such claim in its own name after consultation with Xxxxxxxxx and in connection with its defense of any such Third Party suit, Xxxxxxxxx shall provide reasonable assistance to AstraZeneca for such defense and shall join such suit if deemed a necessary party. AstraZeneca shall keep Xxxxxxxxx, if Xxxxxxxxx has not joined in such suit, reasonably informed on a quarterly basis, in person or by telephone, prior to and during the pendency of any such suit. AstraZeneca shall not admit the invalidity of any patent within the Xxxxxxxxx Patent Rights, the AstraZeneca Patent Rights or the Joint Patent Rights, nor settle any such suit, without written consent of the other Party, such consent not to be unreasonably withheld or delayed. Subject to Xxxxxxxxx’x indemnity obligations pursuant to Section 11.1, all litigation expenses, including settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party will be paid by AstraZeneca.
Third Party Suit. If a Third Party sues a Party (the “Sued Party”) alleging that the Sued Party’s or the Sued Party’s Affiliates’ or Sublicensees’, Development, Manufacture or Commercialization of the Licensed Compound or the Product infringes or will infringe said Third Party’s patent right(s) or misappropriates said Third Party’s trade secret, then upon the Sued Party’s request and in connection with the Sued Party’s defense of any such Third Party suit, the other Party will provide reasonable assistance to the Sued Party for such defense and will join such suit if deemed a necessary party. The Sued Party will keep the other Party, if such other Party has not joined in such suit, reasonably informed on a quarterly basis, in person or by telephone, prior to and during the pendency of any such suit. The Sued Party will not admit the invalidity of any Patent Right licensed to a Party hereunder, nor settle any such suit, without written consent of the other Party, such consent not to be unreasonably withheld. Subject to the Parties’ respective indemnity obligations pursuant to Section 9.1 and 9.2, and without limiting anything in Section 4.3.4, all litigation expenses, including settlement costs, royalties paid in settlement of any such suit, and the [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. payment of any damages to the Third Party, will be paid by the Sued Party. Notwithstanding the foregoing, if the Sued Party seeks an indemnification pursuant to Section 9.1 or Section 9.2, then the provisions of such Section 9.1 or Section 9.2, and the provisions of Section 9.3 will apply and will control and will supersede this Section 7.7.2. to the extent it is inconsistent with Section 9.1, Section 9.2, or Section 9.3.
Third Party Suit. If a Third Party sues a Party (the “Sued Party”) alleging that the Sued Party’s or the Sued Party’s Sublicensees’ Development, Manufacture or Commercialization of HMPL-004 or the Product infringes or will infringe said Third Party’s Patent Right(s) or misappropriates said Third Party’s trade secret or has otherwise resulted in a claim in respect of product liability arising from or relating to HMPL-004 or a Product, then at Nestlé’s option, the Company will defend or settle such claim in its own name after consultation with Nestlé and in connection with its defense of any such Third Party suit, Nestlé will provide reasonable assistance to the Company for such defense and will join such suit if deemed a necessary party. The Company will keep Nestlé reasonably informed, in person or by telephone, prior to and during the pendency of any such suit, where Nestlé has not joined in such suit the information will be provided at minimum on a monthly basis. Where the Company will defend such claim, the Company will have full control of such litigation or steps but will not, without the prior written consent of Nestlé, such consent not to be unreasonably withheld, enter into any compromise or settlement relating to such litigation, including without limitation that (a) admits the invalidity or unenforceability of any Company Patent Right or any other Patent Right of Nestlé or its Affiliates or (b) requires the Company to abandon any Company Patent Right or requires Nestlé or its Affiliates to abandon any other Patent Right of Nestlé or its Affiliates (c) admits to any defect in HMPL¬004 or a Product which has, or could have contributed to, a product liability claim. Nestlé will, at its own expense, cooperate with the Company in any such litigation. Nestlé may however elect to defend or settle such claim on behalf of the Company in which case Nestlé will have full control of such litigation or steps and will defend or settle such claim in its own name and/or on behalf of the Company after consultation with the Company and in connection with its defense of any such Third Party suit, the Company will provide reasonable assistance to Nestlé for such defense and will join such suit if deemed a necessary party. Nestlé will keep the Company reasonably informed, in person or by telephone, prior to and during the pendency of any such suit, where the Company has not joined in such suit the information will be provided at minimum on a monthly basis. Where Nestlé will defend suc...
Third Party Suit. Subject to Article 13 (Indemnification), in the event of any threatened or actual suit against the Company in consequence of the exercise of any rights and licenses granted herein, the Company shall; promptly inform Canada and the Parties will Jointly decide on the steps to be taken in the circumstances. In any event, the Company will always have the sole right to defend itself as it determines against any suit or other action brought against the Company or its employees or agents.
Third Party Suit. If a Third Party sues a Party (the “Sued Party”) alleging that the development, manufacture or commercialization of any Product by the Sued Party or its Affiliate, Licensee or Sublicensee infringes or shall infringe said Third Party’s Patent Right(s) or misappropriates said Third Party’s trade secret, then upon the Sued Party’s request and in connection with the Sued Party’s defense of any such Third Party suit, the other Party shall provide reasonable assistance to the Sued Party for such defense and shall join such suit if deemed a necessary party. The Sued Party shall keep the other Party, if such other Party has not joined in such suit, reasonably informed on a quarterly basis, in person or by telephone, prior to and during the pendency of any such suit. The Sued Party shall not admit the invalidity of any patent within the Egalet Patent Rights or the Shionogi Patent Rights, nor settle any such suit, without the prior written consent of the other Party, such consent not to be unreasonably withheld. Subject to the Parties’ respective indemnity obligations pursuant to Section 11.1 and 11.2, all litigation expenses, including settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party will be paid by the Sued Party.
Third Party Suit. If TDCC and/or a party TDCC has sublicensed are sued for patent infringement of any Third Party patents and said infringement arises out of the development, manufacture, use, offer for sale, sale or importation of TDCC Products, and where such infringement arises solely and directly from the use of Discovery Technology or Production Technology Owned by Biosource licensed hereunder to TDCC, or solely and directly from Product Technology Owned by TDCC under this Agreement, the parties shall promptly meet to discuss the course of action to be taken to resolve or defend any such infringement litigation. In such event, TDCC or the party TDCC sublicensed, as appropriate, shall determine the course of action with regard to such infringement litigation in its sole discretion, and Biosource shall provide TDCC and/or the sublicensee of TDCC with such assistance as is reasonably necessary and shall cooperate in the defense of any such action. In the event that there is a settlement to the litigation, or TDCC or the sublicensee take a license to the Third Party technology, TDCC and Biosource shall re-negotiate the royalties and milestone payments in Article 6 to in light of any additional royalties or costs that TDCC or DAS may have incurred in obtaining freedom to operate for the Discovery Technology Owned and Production Technology by Biosource.
Third Party Suit. If Biosource is sued for patent infringement of any Third Party patents and such infringement arises out of the development, manufacture, use, offer for sale, sale or importation of Biosource Products, where Biosource is paying royalties to TDCC for such Products under this Agreement and where such infringement arises solely and directly from the use of Production Technology Owned by DAS or Product Technology Owned by TDCC licensed to Biosource hereunder, the parties shall promptly meet to discuss the course of action to be taken to resolve or defend any such infringement litigation. In such event, Biosource shall determine the course of action with regard to such infringement litigation in its sole discretion, and TDCC and/or DAS, as appropriate, shall provide Biosource with such assistance as is reasonably necessary and shall cooperate in the defense of any such action. In the event that there is a settlement to the litigation or Biosource takes a license to the Third Party technology, TDCC and Biosource shall re-negotiate the royalty payments in Article 6 to in light of any additional royalties or costs that Biosource may have incurred in obtaining freedom to operate for the Production Technology Owned by DAS or Product Technology Owned by TDCC.
Third Party Suit. In the event that a third party institutes a suit against Company for infringement, Company will promptly inform CHMC and keep CHMC regularly informed of the proceedings. In the event that such third party institutes a suit against CHMC or CHMC is joined as a party, CHMC will have the right to control the defense of the suit.
Third Party Suit. If a Third Party sues a Party (the “Sued Party”) alleging that the Sued Party’s or the Sued Party’s Sublicensees’ Research, Development, Manufacture or Commercialization of any R&D Candidate and/or Product infringes or will infringe said Third Party’s patent or misappropriates said Third Party’s trade secret, then upon the Sued Party’s request and in connection with the Sued Party’s defense of any such Third Party suit, the other Party shall provide reasonable assistance to the Sued Party for such defense and shall join such suit if deemed a necessary party. The Sued Party shall keep the other Party, if such other Party has not joined in such suit, reasonably informed on a quarterly basis, in person or by telephone, prior to and during the pendency of any such suit. The Sued Party shall not admit the invalidity of any patent within the Collaboration Patent Rights, the ELAN Patent Rights or the AHPC Patent Rights, nor settle any such suit, without written consent of the other Party. The Parties shall *** Approximately 3 lines omitted ***.
Third Party Suit. If a Third Party sues a Party (the "Sued Party") alleging that the Sued Party's or the Sued Party's Sublicensees' Research to be conducted under this Agreement, Development of any R&D Candidate, Manufacture of Clinical Supplies or Collaboration Products and/or Commercialization of any Collaboration Product infringes or will infringe said Third Party's patent or misappropriates said Third Party's Know How, then upon the Sued Party's request and in connection with the Sued Party's defense of any such Third Party suit, the other Party shall provide reasonable assistance to the Sued Party for such defense and shall join such suit if deemed a necessary party. The Sued Party shall keep the other Party, if such other Party has not joined in such suit, reasonably informed on a quarterly basis, in person or by telephone, prior to and during the pendency of any such suit. The Sued Party shall not admit the invalidity of any Patent Rights within the CAT Patent Rights, the CAT Collaboration Patent Rights, the ELAN Collaboration Patent Rights, the ELAN Patent Rights and/or the Joint Collaboration Patent Rights, nor settle any such suit, without written consent of the other Party. The Parties shall equally share in the litigation expenses, including settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party, other than Third Party License Fees which shall be paid pursuant to Section 5.3.5 or 7.1.10(d), as applicable.
