Common use of Defense and Settlement of Third Party Claims Clause in Contracts

Defense and Settlement of Third Party Claims. From the Effective Date and until Servier’s exercise of its Option to License for a given Pre-Candidate Product or Candidate Product, if a Third Party asserts (including any assertion that arises from activities occurring after the 2014 Agreement Date and before the Effective Date) that a patent right or other right owned by it is infringed by the manufacture, use, sale or importation of the given Pre-Candidate Product or Candidate Product in the Territory by Cellectis, Cellectis shall have the sole right to defend against any such assertions at its sole cost and shall immediately inform Servier of such assertion. After Servier has exercised its Option to License for a given Product, if a Third Party asserts that a patent right or other right owned by it is infringed by the manufacture, use, sale or importation of the given Product in the Territory by Servier, Servier shall have the sole right to defend against any such assertions at its sole cost. Cellectis shall reasonably assist Servier and cooperate in any such litigation at Servier’s request, and Servier shall reimburse Cellectis any reasonable, documented, out-of-pocket costs incurred in connection therewith. Subject to such control, Cellectis may join any defense and settlement pursuant to this Section 7.4 (Defense and Settlement of Third Party Claims), with its own counsel at its sole cost. Servier shall seek and reasonably consider Cellectis’ comments before determining the strategy for such matter. Without limiting the foregoing, Servier shall keep Cellectis advised of all material communications, actual and prospective filings or submissions regarding such action, and shall provide Cellectis copies of and an opportunity to review and comment on any such communications, filings and submissions. Servier shall not settle or consent to the entry of any judgment in any such action without Cellectis’s prior written consent, not to be unreasonably withheld or delayed. Servier shall keep Cellectis fully informed of all claims and actions governed by this Section 7.4 (Defense and Settlement of Third Party Claims). In the event Servier becomes engaged in: (i) settlement discussions with a Third Party that has specifically asserted that a patent right of such Third Party would be infringed by the use, sale or importation of the Pre-Candidate Product or Candidate Product or Product; (ii) settlement discussions of an interference involving a patent corresponding to a Cellectis Patent; Servier shall keep Cellectis reasonably informed of the status of such discussions; and (b) Servier shall consider in good faith any comments or suggestions of Cellectis.

Defense and Settlement of Third Party Claims. From the Effective Date and until Servier’s exercise of its Option to License for a given Pre-Candidate Product or Candidate Product, if a Third Party asserts (including any assertion that arises from activities occurring after the 2014 Agreement Date and before the Effective Date) that a patent right or other right owned by it is infringed by the manufacture, use, sale or importation of the given Pre-Candidate Product or Candidate Product in the Territory by Cellectis, Cellectis shall have the sole right to defend against any such assertions at its sole cost and shall immediately inform Servier of such assertion. After Servier has exercised its Option to License for a given Product, if a Third Party asserts that a patent right or other right owned by it is infringed by the manufacture, use, sale or importation of the given Product in the Territory by Servier, Servier shall have the sole right to defend against any such assertions at its sole cost. Cellectis shall reasonably assist Servier and cooperate in any such litigation at Servier’s request, and Servier shall reimburse Cellectis any reasonable, documented, out-of-pocket costs incurred in connection therewith. Subject to such control, Cellectis may join any defense and settlement pursuant to this Section 7.4 (Defense and Settlement of Third Party Claims), with its own counsel at its sole cost. Servier shall seek and reasonably consider Cellectis’ comments before determining the strategy for such matter. Without limiting the foregoing, Servier shall keep Cellectis advised of all material communications, actual and prospective filings or submissions regarding such action, and shall provide Cellectis copies of and an opportunity to review and comment on any such communications, filings and submissions. Servier shall not settle or consent to the entry of any judgment in any such action without Cellectis’s prior written consent, not to be unreasonably withheld or delayed. Servier shall keep Cellectis fully informed of all claims and actions governed by this Section 7.4 (Defense and Settlement of Third Party Claims). In the event Servier becomes engaged in: (i) settlement discussions with a Third Party that has specifically asserted that a patent right of such Third Party would be infringed by the use, sale or importation of the Pre-Candidate Product or Candidate Product or Product; (ii) settlement discussions of an interference involving a patent corresponding to a Cellectis Patent; Servier shall keep Cellectis reasonably informed of the status of such discussions; and (b) Servier shall consider in good faith any comments or suggestions of Cellectis.

Defense and Settlement of Third Party Claims. From the Effective Date On a Program-by-Program basis, from and until Servier’s exercise of its Option to License for a given Pre-Candidate Product or Candidate Productafter [***], if a Third Party asserts (including any assertion that arises from activities occurring after the 2014 Agreement Date and before the Effective Date) that a patent right Patent or other right owned by it is infringed by the manufacture, use, sale Exploitation of any Licensed SNA or importation of the given Pre-Candidate Product or Candidate Licensed Product in the Territory by CellectisTerritory, Cellectis shall Ipsen will have the sole first right to defend against any such assertions at its sole cost and shall immediately inform Servier [***]. Ipsen will have the first right to control the defense of any such assertion. After Servier has exercised its Option to License for a given Product, if a Third Party asserts that a patent right or other right owned by it is infringed by the manufacture, use, sale or importation of the given Product in the Territory by Servier, Servier shall have the sole right claims [***] and to defend against any elect to settle such assertions at its sole costclaims (except as set forth below). Cellectis shall reasonably Exicure will assist Servier Ipsen and cooperate in any such litigation at Servier’s Xxxxx’x request, and Servier shall reimburse Cellectis any reasonable, documented, out-of-pocket costs incurred in connection therewithIpsen will [***]. Subject to such control, Cellectis Exicure may join any defense and settlement pursuant to this Section 7.4 (Defense and Settlement of Third Party Claims)9.3, with its own counsel at its sole costcounsel, [***]. Servier shall seek and reasonably consider Cellectis’ comments before determining Ipsen may settle or consent to the strategy for entry of any judgment in any enforcement action hereunder without Exicure’s prior written consent so long as such mattersettlement or judgment does not impose any liability (financial or otherwise) on, or otherwise [***]. Without limiting the foregoing, Servier shall keep Cellectis advised of all material communications, actual and prospective filings or submissions regarding such action, and shall provide Cellectis copies of and an opportunity Should Ipsen fail to review and comment on defend against any such communicationsassertion [***], filings Exicure will have the right to do so, [***]. Ipsen will assist Exicure and submissions[***] cooperate in any such litigation at Exicure’s request. Servier shall Ipsen may join any such defense brought by Exicure pursuant to this Section 9.3, with its own counsel, [***]. Exicure will not settle or consent to the entry of any judgment in any such enforcement action hereunder without Cellectis’s Xxxxx’x prior written consent, not to be unreasonably withheld or delayed[***]. Servier shall keep Cellectis fully informed Exicure will give Ipsen [***] written notice of all claims and actions governed any allegation by this Section 7.4 (Defense and Settlement of Third Party Claims). In the event Servier becomes engaged in: (i) settlement discussions with a any Third Party that has specifically asserted a Patent or other right owned by it is infringed by the Exploitation of any Licensed SNA or Licensed Product. Each Party will pay any amounts due to the other Party under this Section 9.3 [***]. If Ipsen is obligated under Section 11.1 to indemnify Exicure (including any Exicure Indemnitee) with respect to such claim, then the process described in Section 11.3 of this Agreement shall govern the procedure for defending against such claim rather than this Section 9.3. Except as otherwise provided in Article 11, any settlement or license fees incurred by Ipsen to the Third Party under this Section 9.3 will be allocated in accordance with the principle set forth in Section 8.5(c)(i) to the extent that a patent right the Patent that is the subject of such Third Party settlement license would be infringed by the use, sale or importation of the Pre-Candidate Licensed Product or Candidate Product or Product; (ii) settlement discussions of an interference involving a patent corresponding to a Cellectis Patent; Servier shall keep Cellectis reasonably informed of in the status of such discussions; and (b) Servier shall consider in good faith any comments or suggestions of Cellectisrelevant country.