Common use of Defense of Infringement Claims Clause in Contracts

Defense of Infringement Claims. If the manufacture, sale or use of a Licensed Product pursuant to this Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by AVROBIO (or its Affiliates or sublicensees) in the Field in the Territory, AVROBIO will promptly notify BioMarin thereof in writing, and AVROBIO shall indemnify BioMarin with respect to any such claims as required in Section 9. AVROBIO or its Affiliate or sublicensee will have the exclusive right to defend and control the defense of any such claim, suit, action or proceeding at its own expense, using counsel of its own choice, and may settle any such claim, suit, action or proceeding at its sole discretion; provided, that if any such settlement would admit or concede that any material aspect of the Licensed *** Confidential Treatment Requested *** Patent Rights are invalid or unenforceable, or would shorten the life of any of the Licensed Patent Rights or narrow their scope, or require BioMarin to pay any amounts, the aspects of such settlement directly involving such admission or concession or payment shall require the prior written consent of BioMarin. AVROBIO will keep BioMarin reasonably informed of all material developments in connection with any such claim, suit, or proceeding.