Common use of Claimed Infringement Clause in Contracts

Claimed Infringement. Notwithstanding anything to the contrary in this Agreement, in the event that any action, suit or proceeding is brought against SCRIPTGEN or any Affiliate of SCRIPTGEN or HMR or any Affiliate, licensee or sublicensee of HMR alleging the infringement of the intellectual property rights of a third party by reason of the discovery, development, manufacture, use, sale, importation or offer for sale of a Licensed Product by HMR or its Affiliates or its or their licensees or sublicensees, HMR will have the obligation to defend itself and SCRIPTGEN and its Affiliates in such action, suit or proceeding at HMR's expense. SCRIPTGEN shall have the right to separate counsel at its own expense in any such action or proceeding. The Parties will cooperate with each other in the defense of any such suit, action or proceeding. The Parties will give each other prompt written notice of the commencement of any such suit, action or proceeding or claim or infringement and will furnish each other a copy of each communication relating to the alleged infringement, but the failure to do so shall not affect HMR's obligations under this Section and under Section 9 except to the extent HMR is actually damaged thereby. HMR shall not compromise, litigate, settle or otherwise dispose of any such suit, action or proceeding which involves the use of SCRIPTGEN Owned Technology, Joint Technology, SCRIPTGEN Patent Rights or Joint Patent Rights without SCRIPTGEN's advice and prior written consent, provided that SCRIPTGEN shall not unreasonably withhold its consent to any settlement which will provide an unconditional release of SCRIPTGEN and its Affiliates.

Claimed Infringement. Notwithstanding anything to the contrary in this Agreement, in the event that any action, suit or proceeding is brought against SCRIPTGEN Cepheid or any Affiliate of SCRIPTGEN or HMR or any Affiliatethe Corporation, licensee or sublicensee of HMR the Corporation alleging the infringement of the intellectual property rights of a third party by reason of the discovery, development, manufacture, use, sale, importation sale or offer for sale of a Licensed Product Cepheid Products, Cepheid Intellectual Property or JV Products by HMR or its Affiliates or its or their licensees or sublicenseesthe Corporation, HMR the Corporation will have the obligation to defend itself and SCRIPTGEN and its Affiliates Cepheid in such action, suit or proceeding at HMRthe Corporation's expense. SCRIPTGEN Cepheid shall have the right to separate counsel at its own expense in any such action or proceeding. The Parties parties will cooperate with each other in the defense of any such suit, action or proceeding. The Parties parties will give each other prompt written notice of the commencement of any such suit, action or proceeding or claim or infringement and will furnish each other a copy of each communication relating to the alleged infringement, but the failure to do so shall not affect HMRthe Corporation's obligations under this Section Article and under Section 9 Article 5 except to the extent HMR the Corporation is actually damaged thereby. HMR The Corporation shall not compromise, litigate, settle or otherwise dispose of any such suit, action or proceeding which involves the use of SCRIPTGEN Owned Technology, Joint Technology, SCRIPTGEN Patent Rights Cepheid Product or Joint Patent Rights Cepheid Intellectual Property without SCRIPTGENCepheid's advice and prior written consent, provided that SCRIPTGEN Cepheid shall not unreasonably withhold its consent to any settlement which will provide an unconditional release of SCRIPTGEN and its AffiliatesCepheid.