Common use of Infringement Claims Clause in Contracts

Infringement Claims. If the manufacture, sale or use of Product in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against ADVANCIS or GSK, such Party shall promptly notify the other Party hereto. If GSK is not named as a party in such a claim, suit or proceeding, GSK may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. ADVANCIS agrees not to oppose such intervention If GSK, and not ADVANCIS, is named as a party to such claim, suit or proceeding, GSK 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 ADVANCIS, 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 Product in the Territory, and in such event, GSK agrees not to oppose such intervention. If GSK is named as a party and ADVANCIS shall, at any time, tender its defense to GSK, then GSK shall defend ADVANCIS in such claim, suit or proceeding, at GSK's own expense and through counsel of its own choice, and GSK shall control the defense and settlement of any such claim, suit or proceeding; provided, GSK shall not enter into any agreement, settlement or compromise or make any decision or admission (i) that extends or purports to exercise GSK's rights under Licensed Technology beyond the rights granted pursuant to this Agreement, (ii) regarding (a) wrongdoing on the part of ADVANCIS, or (b) that adversely affects the validity, enforceability, infringement or scope of any ADVANCIS Patents or patent claiming a Joint Invention, without the prior written consent of ADVANCIS, 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 proceeding. Subject to the terms of Section 4.6, GSK shall assume full responsibility for the payment of any award for damages, or of any amount due pursuant to any settlement entered into by GSK with such Third Party with respect to any such claim, suit or proceeding.

Infringement Claims. If the manufacture, sale or use of Product in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against ADVANCIS Flamel or GSK, such Party shall promptly notify the other Party hereto. If GSK is not named as a party Party in such a claim, suit or proceeding, GSK may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. ADVANCIS Flamel agrees not to oppose such intervention intervention. If GSK, and not ADVANCISFlamel, is named as a party Party to such claim, suit or proceeding, GSK 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 ADVANCISFlamel, 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 Product in the TerritoryProduct, and in such event, GSK agrees not to oppose such intervention. If GSK is named as a party Party and ADVANCIS Flamel shall, at any time, tender its defense to GSK, then GSK shall defend ADVANCIS Flamel in such claim, suit or proceeding, at GSK's own expense and through counsel of its own choice, and GSK shall control the defense and settlement of any such claim, suit or proceeding; provided, GSK shall not enter into any agreement, settlement or compromise or make any decision or admission agreement which (i) that extends or purports to exercise GSK's rights under Licensed Technology beyond the rights granted pursuant to this Agreement, (ii) makes any admission regarding (a) wrongdoing on the part of ADVANCISFlamel, or (b) that adversely affects the validityinvalidity, enforceability, unenforceability or absence of infringement or scope of any ADVANCIS Patents or patent claiming a Joint InventionFlamel Patent Rights, without the prior written consent of ADVANCISFlamel, 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 proceeding. Subject Nothing in this Section 5.5 shall limit or modify the provisions of Article 8, which may apply to the terms of Section 4.6, GSK shall assume full responsibility for the payment of any award for damages, or of any amount due pursuant to any settlement entered into by GSK with such Third Party with respect to any such claim, suit or proceedinginfringement claims as discussed herein.

Infringement Claims. If the manufacture, sale or use of any Collaboration Product in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against ADVANCIS GenVec or GSKFuso, such Party party shall promptly notify the other Party party hereto. If GSK Fuso is not named as a party in such a claim, suit or proceeding, GSK Fuso may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. ADVANCIS GenVec agrees not to oppose such intervention intervention. If GSKFuso, and not ADVANCISGenVec, is named as a party to such claim, suit or proceeding, GSK Fuso 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 ADVANCISGenVec, 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 TerritoryField, and in such event, GSK Fuso agrees not to oppose such intervention. If GSK Fuso is named as a party and ADVANCIS GenVec shall, at any time, tender its defense to GSKFuso, then GSK Fuso shall defend ADVANCIS GenVec in such claim, suit or proceeding, at GSKFuso's own expense and through counsel of its own choice, and GSK Fuso shall control the defense and settlement of any such claim, suit or proceeding; provided, GSK Fuso shall not enter into any agreement, settlement or compromise or make agreement which makes any decision or admission regarding (i) that extends or purports to exercise GSK's rights under Licensed Technology beyond the rights granted pursuant to this Agreement, (ii) regarding (a) wrongdoing on the part of ADVANCISGenVec, or (bii) that adversely affects the validityinvalidity, enforceability, unenforceability or absence of infringement or scope of any ADVANCIS Patents GenVec Patent Rights or patent claiming a Joint Invention, without the prior written consent of ADVANCISGenVec, which consent shall not be unreasonably withheld. The Parties 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 proceeding. Subject to the terms of Section 4.6, GSK shall assume full responsibility for the payment of any award for damages, or of any amount due pursuant to any settlement entered into by GSK with such Third Party with respect to any such claim, suit or proceeding.

Infringement Claims. If the manufacture, sale or use of any Licensed Product in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against ADVANCIS Unigene or GSK, such Party shall promptly notify the other Party hereto. If GSK is not named as a party Party in such a claim, suit or proceeding, GSK may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. ADVANCIS Unigene agrees not to oppose such intervention intervention. If GSK, and not ADVANCISUnigene, is named as a party Party to such claim, suit or proceeding, GSK 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 ADVANCISUnigene, 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 Licensed Product in the TerritoryField, and in such event, GSK agrees not to oppose such intervention. If GSK is named as a party Party and ADVANCIS Unigene shall, at any time, tender its defense to GSK, then GSK shall defend ADVANCIS Unigene in such claim, suit or proceeding, at GSK's ’s own expense and through counsel of its own choice, and GSK shall control the defense and settlement of any such claim, suit or proceeding; provided, GSK shall not enter into any agreement, settlement or compromise or make any decision or admission agreement which (i) that extends or purports to exercise GSK's ’s rights under Unigene’s Licensed Technology beyond the rights granted pursuant to this Agreement, (ii) makes any admission regarding (a) wrongdoing on the part of ADVANCISUnigene, or (b) that adversely affects the validityinvalidity, enforceability, unenforceability or absence of infringement or scope of any ADVANCIS Patents Unigene Patent Rights or patent claiming a Joint InventionPatent Rights, without the prior written consent of ADVANCISUnigene, 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 proceeding. Subject Nothing in this Section 6.5 shall limit or modify the provisions of Article 9, which may apply to the terms of Section 4.6, GSK shall assume full responsibility for the payment of any award for damages, or of any amount due pursuant to any settlement entered into by GSK with such Third Party with respect to any such claim, suit or proceedinginfringement claims as discussed herein.

Infringement Claims. If the manufacture, sale or use of any ------------------- Collaboration Product in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against ADVANCIS GenVec or GSKFuso, such Party party shall promptly notify the other Party party hereto. If GSK Fuso is not named as a party in such a claim, suit or proceeding, GSK Fuso may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. ADVANCIS GenVec agrees not to oppose such intervention intervention. If GSKFuso, and not ADVANCISGenVec, is named as a party to such claim, suit or proceeding, GSK Fuso 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 ADVANCISGenVec, 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 TerritoryField, and in such event, GSK Fuso agrees not to oppose such intervention. If GSK Fuso is named as a party and ADVANCIS GenVec shall, at any time, tender its defense to GSKFuso, then GSK Fuso shall defend ADVANCIS GenVec in such claim, suit or proceeding, at GSKFuso's own expense and through counsel of its own choice, and GSK Fuso shall control the defense and settlement of any such claim, suit or proceeding; provided, GSK Fuso shall not enter into any agreement, settlement or compromise or make agreement which makes any decision or admission regarding (i) that extends or purports to exercise GSK's rights under Licensed Technology beyond the rights granted pursuant to this Agreement, (ii) regarding (a) wrongdoing on the part of ADVANCISGenVec, or (bii) that adversely affects the validityinvalidity, enforceability, unenforceability or absence of infringement or scope of any ADVANCIS Patents GenVec Patent Rights or patent claiming a Joint Invention, without the prior written consent of ADVANCISGenVec, which consent shall not be unreasonably withheld. The Parties 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 proceeding. Subject to the terms of Section 4.6, GSK shall assume full responsibility for the payment of any award for damages, or of any amount due pursuant to any settlement entered into by GSK with such Third Party with respect to any such claim, suit or proceeding.

Infringement Claims. If the manufacture, sale or use of any Collaboration Product in clinical trials in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against ADVANCIS GenVec or GSKFuso, such Party party shall promptly notify the other Party party hereto. If GSK Fuso is not named as a party in such a claim, suit or proceeding, GSK Fuso may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. ADVANCIS GenVec agrees not to oppose such intervention intervention. If GSKFuso, and not ADVANCISGenVec, is named as a party to such claim, suit or proceeding, GSK Fuso 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 ADVANCISGenVec, 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 TerritoryField, and in such event, GSK Fuso agrees not to oppose such intervention. If GSK Fuso is named as a party and ADVANCIS GenVec shall, at any time, tender its defense to GSKFuso, then GSK Fuso shall defend ADVANCIS GenVec in such claim, suit or proceeding, at GSKFuso's own expense and through counsel of its own choice, and GSK Fuso shall control the defense and settlement of any such claim, suit or proceeding; provided, GSK Fuso shall not enter into any agreement, settlement or compromise or make agreement which makes any decision or admission regarding (i) that extends or purports to exercise GSK's rights under Licensed Technology beyond the rights granted pursuant to this Agreement, (ii) regarding (a) wrongdoing on the part of ADVANCISGenVec, or (bii) that adversely affects the validityinvalidity, enforceability, unenforceability or absence of infringement or scope of any ADVANCIS Patents GenVec Patent Rights or patent claiming a Joint Invention, without the prior written consent of ADVANCISGenVec, which consent shall not be unreasonably withheld. The Parties 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 proceeding. Subject to the terms of Section 4.6, GSK shall assume full responsibility for the payment of any award for damages, or of any amount due pursuant to any settlement entered into by GSK with such Third Party with respect to any such claim, suit or proceeding.

Infringement Claims. If the manufacture, sale or use of any Collaboration Product in clinical trials in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against ADVANCIS GenVec or GSKFuso, such Party party shall promptly notify the other Party party hereto. If GSK Fuso is not named as a party in such a claim, suit or proceeding, GSK Fuso may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. ADVANCIS GenVec agrees not to oppose such intervention intervention. If GSKFuso, and not ADVANCISGenVec, is named as a party to such claim, suit or proceeding, GSK Fuso 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 ADVANCISGenVec, 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 TerritoryField, and in such event, GSK Fuso agrees not to oppose such intervention. If GSK Fuso is named as a party and ADVANCIS GenVec shall, at any time, tender its defense to GSKFuso, then GSK Fuso shall defend ADVANCIS GenVec in such claim, suit or proceeding, at GSK's Fuso' s own expense and through counsel of its own choice, and GSK Fuso shall control the defense and settlement of any such claim, suit or proceeding; provided, GSK Fuso shall not enter into any agreement, settlement or compromise or make agreement which makes any decision or admission regarding (i) that extends or purports to exercise GSK's rights under Licensed Technology beyond the rights granted pursuant to this Agreement, (ii) regarding (a) wrongdoing on the part of ADVANCISGenVec, or (bii) that adversely affects the validityinvalidity, enforceability, unenforceability or absence of infringement or scope of any ADVANCIS Patents GenVec Patent Rights or patent claiming a Joint InventionTechnology, without the prior written consent of ADVANCISGenVec, which consent shall not be unreasonably withheld. The Parties 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 proceeding. Subject to the terms of Section 4.6, GSK shall assume full responsibility for the payment of any award for damages, or of any amount due pursuant to any settlement entered into by GSK with such Third Party with respect to any such claim, suit or proceeding.

Infringement Claims. If the manufacture, sale or use of any Collaboration Product in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against ADVANCIS GenVec or GSKFuso, such Party party shall promptly notify the other Party party hereto. If GSK Fuso is not named as a party in such a claim, suit or proceeding, GSK Fuso may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. ADVANCIS GenVec agrees not to oppose such intervention intervention. If GSKFuso, and not ADVANCISGenVec, is named as a party to such claim, suit or proceeding, GSK Fuso 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 ADVANCISGenVec, 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 TerritoryField, and in such event, GSK Fuso agrees not to oppose such intervention. If GSK Fuso is named as a party and ADVANCIS GenVec shall, at any time, tender its defense to GSKFuso, then GSK Fuso shall defend ADVANCIS GenVec in such claim, suit or proceeding, at GSKFuso's own expense and through counsel of its own choice, and GSK Fuso shall control the defense and settlement of any such claim, suit or proceeding; provided, GSK Fuso shall not enter into any agreement, settlement or compromise or make agreement which makes any decision or admission regarding (i) that extends or purports to exercise GSK's rights under Licensed Technology beyond the rights granted pursuant to this Agreement, (ii) regarding (a) wrongdoing on the part of ADVANCISGenVec, or (bii) that adversely affects the validityinvalidity, enforceability, unenforceability or absence of infringement or scope of any ADVANCIS Patents GenVec Patent Rights or patent claiming a Joint InventionTechnology, without the prior written consent of ADVANCISGenVec, which consent shall not be unreasonably withheld. The Parties 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 proceeding. Subject to the terms of Section 4.6, GSK shall assume full responsibility for the payment of any award for damages, or of any amount due pursuant to any settlement entered into by GSK with such Third Party with respect to any such claim, suit or proceeding.

Infringement Claims. If the manufacture, sale or use of any Licensed ------------------- Product in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against ADVANCIS Unigene or GSK, such Party shall promptly notify the other Party hereto. If GSK is not named as a party Party in such a claim, suit or proceeding, GSK may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. ADVANCIS Unigene agrees not to oppose such intervention intervention. If GSK, and not ADVANCISUnigene, is named as a party Party to such claim, suit or proceeding, GSK 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 ADVANCISUnigene, 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 Licensed Product in the TerritoryField, and in such event, GSK agrees not to oppose such intervention. If GSK is named as a party Party and ADVANCIS Unigene shall, at any time, tender its defense to GSK, then GSK shall defend ADVANCIS Unigene in such claim, suit or proceeding, at GSK's own expense and through counsel of its own choice, and GSK shall control the defense and settlement of any such claim, suit or proceeding; provided, GSK shall not enter into any agreement, settlement or compromise or make any decision or admission agreement which (i) that extends or purports to exercise GSK's rights under Unigene's Licensed Technology beyond the rights granted pursuant to this Agreement, (ii) makes any admission regarding (a) wrongdoing on the part of ADVANCISUnigene, or (b) that adversely affects the validityinvalidity, enforceability, unenforceability or absence of infringement or scope of any ADVANCIS Patents Unigene Patent Rights or patent claiming a Joint Invention, without the prior written consent of ADVANCISUnigene, 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 proceeding. Subject Nothing in this Section 6.5 shall limit or modify the provisions of Article 9, which may apply to the terms of Section 4.6, GSK shall assume full responsibility for the payment of any award for damages, or of any amount due pursuant to any settlement entered into by GSK with such Third Party with respect to any such claim, suit or proceedinginfringement claims as discussed herein.

Infringement Claims. If the manufacture, sale or use of any Licensed Product in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against ADVANCIS Unigene or GSK, such Party shall promptly notify the other Party hereto. If GSK is not named as a party Party in such a claim, suit or proceeding, GSK may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. ADVANCIS Unigene agrees not to oppose such intervention intervention. If GSK, and not ADVANCISUnigene, is named as a party Party to such claim, suit or proceeding, GSK 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 ADVANCISUnigene, 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 Licensed Product in the TerritoryField, and in such event, GSK agrees not to oppose such intervention. If GSK is named as a party Party and ADVANCIS Unigene shall, at any time, tender its defense to GSK, then GSK shall defend ADVANCIS Unigene in such claim, suit or proceeding, at GSK's ’s own expense and through counsel of its own choice, and GSK shall control the defense and settlement of any such claim, suit or proceeding; provided, GSK shall not enter into any agreement, settlement or compromise or make any decision or admission agreement which (i) that extends or purports to exercise GSK's ’s rights under Unigene’s Licensed Technology beyond the rights granted pursuant to this Agreement, (ii) makes any admission regarding (a) wrongdoing on the part of ADVANCISUnigene, or (b) that adversely affects the validityinvalidity, enforceability, unenforceability or absence of infringement or scope of any ADVANCIS Patents Unigene Patent Rights or patent claiming a Joint Invention, without the prior written consent of ADVANCISUnigene, 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 proceeding. Subject Nothing in this Section 6.5 shall limit or modify the provisions of Article 9, which may apply to the terms of Section 4.6, GSK shall assume full responsibility for the payment of any award for damages, or of any amount due pursuant to any settlement entered into by GSK with such Third Party with respect to any such claim, suit or proceedinginfringement claims as discussed herein.

Infringement Claims. If the manufacture, sale or use of any Collaboration Product in ------------------- clinical trials in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against ADVANCIS GenVec or GSKFuso, such Party party shall promptly notify the other Party party hereto. If GSK Fuso is not named as a party in such a claim, suit or proceeding, GSK Fuso may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. ADVANCIS GenVec agrees not to oppose such intervention intervention. If GSKFuso, and not ADVANCISGenVec, is named as a party to such claim, suit or proceeding, GSK Fuso 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 ADVANCISGenVec, 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 TerritoryField, and in such event, GSK Fuso agrees not to oppose such intervention. If GSK Fuso is named as a party and ADVANCIS GenVec shall, at any time, tender its defense to GSKFuso, then GSK Fuso shall defend ADVANCIS GenVec in such claim, suit or proceeding, at GSKFuso's own expense and through counsel of its own choice, and GSK Fuso shall control the defense and settlement of any such claim, suit or proceeding; provided, GSK Fuso shall not enter into any agreement, settlement or compromise or make agreement which makes any decision or admission regarding (i) that extends or purports to exercise GSK's rights under Licensed Technology beyond the rights granted pursuant to this Agreement, (ii) regarding (a) wrongdoing on the part of ADVANCISGenVec, or (bii) that adversely affects the validityinvalidity, enforceability, unenforceability or absence of infringement or scope of any ADVANCIS Patents GenVec Patent Rights or patent claiming a Joint Invention, without the prior written consent of ADVANCISGenVec, which consent shall not be unreasonably withheld. The Parties 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 proceeding. Subject to the terms of Section 4.6, GSK shall assume full responsibility for the payment of any award for damages, or of any amount due pursuant to any settlement entered into by GSK with such Third Party with respect to any such claim, suit or proceeding.

Infringement Claims. If the manufacture, sale or use of any Collaboration Product in ------------------- clinical trials in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against ADVANCIS GenVec or GSKFuso, such Party party shall promptly notify the other Party party hereto. If GSK Fuso is not named as a party in such a claim, suit or proceeding, GSK Fuso may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. ADVANCIS GenVec agrees not to oppose such intervention intervention. If GSKFuso, and not ADVANCISGenVec, is named as a party to such claim, suit or proceeding, GSK Fuso 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 ADVANCISGenVec, 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 TerritoryField, and in such event, GSK Fuso agrees not to oppose such intervention. If GSK Fuso is named as a party and ADVANCIS GenVec shall, at any time, tender its defense to GSKFuso, then GSK Fuso shall defend ADVANCIS GenVec in such claim, suit or [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. proceeding, at GSK's Fuso' s own expense and through counsel of its own choice, and GSK Fuso shall control the defense and settlement of any such claim, suit or proceeding; provided, GSK Fuso shall not enter into any agreement, settlement or compromise or make agreement which makes any decision or admission regarding (i) that extends or purports to exercise GSK's rights under Licensed Technology beyond the rights granted pursuant to this Agreement, (ii) regarding (a) wrongdoing on the part of ADVANCISGenVec, or (bii) that adversely affects the validityinvalidity, enforceability, unenforceability or absence of infringement or scope of any ADVANCIS Patents GenVec Patent Rights or patent claiming a Joint Invention, without the prior written consent of ADVANCISGenVec, which consent shall not be unreasonably withheld. The Parties 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 proceeding. Subject to the terms of Section 4.6, GSK shall assume full responsibility for the payment of any award for damages, or of any amount due pursuant to any settlement entered into by GSK with such Third Party with respect to any such claim, suit or proceeding.