Allegations of Infringement by Third Parties. In the event that Alexion or XOMA receives notice that the use, development, manufacture, sale, import or export of a Product, or any other action by either of them under this Agreement, during the Term of this Agreement is alleged to be a violation of the patent or other intellectual property rights of a Third Party, it shall immediately notify the other Party. The JMC shall promptly determine an appropriate response and course of action. Alexion will (unless such allegations relate only to a particular Product in a particular Future Indication as to which Alexion has Opted Out and not Opted Back In) have the right to control any defense, using counsel selected by it with the consent of XOMA (which consent shall not be unreasonably withheld). The Party controlling such action, as provided in this Section 9.4, shall consult with the other Party, and give due consideration to any concerns the other Party may raise, with respect to all significant matters relating to such action. The costs thereof (including any damages, costs or expenses resulting from any action) shall be shared 70 (Alexion)/30 (XOMA) between the Parties (unless such allegations relate only to a particular Product in a particular Future Indication as to which one Party has Opted Out and not Opted Back In, in which case all such costs shall be borne by the other Party). Any recovery obtained as a result of infringement actions governed by this Section 9.4 shall be treated as provided in Section 9.3(g), and the Parties shall be entitled to abandon their efforts hereunder in the same manner as provided in Section 9.3(h).
Allegations of Infringement by Third Parties. In the event that Warner or LeukoSite receives notice that any action by either of them under this Agreement is alleged to be a violation of the patent or other intellectual property rights of a third party, it shall immediately notify the other party to this Agreement. The Management Committee shall promptly determine an appropriate response and course of action. In the case of a Warner-LeukoSite Product Warner will control any defense, and the costs thereof (including any damages, costs or expenses resulting from any action) shall be borne by Warner. In the case of a Warner Product or a LeukoSite Product the control and costs of defense (including any damages, costs or expenses resulting from any action) will be borne by Warner or LeukoSite, respectively.
Allegations of Infringement by Third Parties. Subject to the provisions of this Section 14.5, Warner shall be responsible for any threatened or actual claims for Third Party patent infringement or other Third Party intellectual property right arising out of (i) the manufacture of any Collaboration Product for which Warner is responsible, or (ii) the manufacture by GenVec of any Collaboration Product in accordance with processes approved by the Executive Committee or in accordance with the applicable specifications (except to the extent such claims are caused by GenVec's negligence or willful misconduct), or (iii) the use, sale or importation of a Collaboration Product in the Territory. Upon receiving notice of any actual or threatened claims, the Parties shall promptly meet to discuss the course of action to be taken to resolve or defend any such infringement litigation. If GenVec is named as a party to such claim, suit or proceeding but Warner is not named as a party, Warner may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. GenVec agrees not to oppose such intervention. If Warner, and not GenVec, is named as a Party to such claim, suit or proceeding, Warner shall have the right to control the defense and settlement of such claim, suit or proceeding, at its own expense, using counsel of its own choice, however GenVec, at its own expense and through counsel of its own choice, may seek to intervene if the claim, suit or proceeding relates to the commercialization of the Collaboration Product in the Field, and in such event, Warner agrees not to oppose such intervention. If GenVec shall, at any time, tender its defense to Warner, then Warner shall defend GenVec in such claim, suit or proceeding, at Warner's own expense and through counsel of its own choice, and Warner shall control the defense and settlement of any such claim, suit or proceeding. In no event, shall Warner enter into any agreement which makes any admission regarding (i) wrongdoing on the part GenVec, or (ii) the invalidity, unenforceability or absence of infringement of any Patent Rights owned or Controlled by GenVec or any patent claiming a Joint Invention, without the prior written consent of GenVec, which consent shall not be unreasonably withheld. The Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proc...
Allegations of Infringement by Third Parties. In the event that Warner or Onyx receives notice that any action by either of them under this Agreement is alleged to be a violation of the patent or other intellectual property rights of a third party, it shall notify the other party to this Agreement, and they shall jointly determine an appropriate response and course of action. The costs of such defense, and any damages, costs or expenses resulting from such action, shall be paid [*] The Research Management Committee will decide whether or not to continue any activity following notice that such activity may be a violation of the patent or other intellectual property rights of a third party.
Allegations of Infringement by Third Parties. (a) The parties acknowledge that, in order to exploit the rights contained herein, each party may require licenses under third party patent rights that may be infringed by the use by such party of the rights granted herein and it is hereby agreed that
Allegations of Infringement by Third Parties. Roche will be responsible for any threatened or actual claims for Third Party patent infringement or other Third Party intellectual property rights arising out of the manufacture, use, sale or importation of Collaboration Products to which Roche retains a license. Upon receiving notice of such actual or threatened claims, Roche shall promptly meet with SGX to discuss the course of action to be taken to resolve or defend such infringement litigation. If Roche is not named as a Party in such claim, suit or proceeding ("Suit"), Roche may at its own expense and through counsel of its own choice, seek leave to intervene in such Suit. SGX agrees not to oppose such intervention. If Roche, and not SGX, is named as a Party to such Suit, Roche shall have the right to control the defense and settlement of such Suit, at its own expense, using counsel of its own choice, however, SGX, at its own expense, and through counsel of its own choice, may seek to intervene if the Suit relates to the commercialization of the Collaboration Product and in such event, Roche agrees not to oppose such intervention. If SGX shall at any time, tender its defense to Roche, then Roche shall defend SGX in such Suit, at Roche's own expense and through counsel of its own choice and Roche shall control the defense and settlement of such Suit; provided Roche shall not enter into any agreement which makes any admission regarding (i) wrongdoing on the part of SGX, or (ii) the invalidity, unenforceability or absence of infringement of any Patent Rights owned by SGX, without the prior written consent of SGX, which consent shall not be unreasonably withheld or delayed. The Parties shall cooperate with each other in connection with any such Suit and shall keep each other reasonably informed of all material developments in connection with any such Suit.
Allegations of Infringement by Third Parties. In the event that either Party receives written notice that the use, development, manufacture, sale, import or export of an Agreement Target or an Agreement Product, or any other action by either of them under this Agreement, prior to the expiration of the Term, is alleged to be a violation of the patent or other intellectual property rights of a Third Party, it shall promptly notify the other Party. [*] The Party controlling such action, as provided in this Section 7.4, shall consult with the other Party, and give due consideration to any concerns the other Party may raise, with respect to all significant matters relating to such action. The costs thereof (including any damages, costs or expenses resulting from any action) shall be borne by the Party controlling such action. The Party controlling such action shall not admit or stipulate the invalidity of any Collaboration Patent Rights or Post-Effective Date Patent Rights or settle any such suit, without the written consent of the other Party (which consent shall not be unreasonably withheld or delayed). Any recovery obtained as a result of infringement actions governed by this Section 7.4 shall be treated as provided in Section 7.3(a)(iii).
Allegations of Infringement by Third Parties. (a) The parties acknowledge that, in order to exploit the rights contained herein, JT may require licenses under Third Party patent rights that may be infringed by the use by JT of the rights granted herein and it is hereby agreed that it shall be JT's responsibility to satisfy itself as to the need for such licenses and, if necessary, to obtain such licenses.
Allegations of Infringement by Third Parties. In the event that Warner or Onyx receives notice that any action by either of them under this Agreement is alleged to be a violation of the patent or other intellectual property rights of a third party, it shall notify the other party to this Agreement, and they shall jointly determine an appropriate response and course of action. The costs of such defense, and any damages, costs or expenses resulting from such action, shall be paid [*] of all such costs relating to allegations that it was aware of prior to the Effective Date. The Research Management Committee will decide whether or not to continue any activity following notice that such activity may be a violation of the patent or other intellectual property rights of a third party.
Allegations of Infringement by Third Parties. (a) Each of MainPointe and Acura will forthwith notify the other Party upon learning of any allegation by a Third Party that (i) a Product may infringe Third Party intellectual property rights, or (ii) any product that includes the Impede® Technology other than a Product (a “Related Impede® Technology Product”) may infringe Third Party intellectual property rights and the Parties shall in that event consult with each other, including a possible defense strategy.
