Common use of Infringement of Third Party Intellectual Property Clause in Contracts

Infringement of Third Party Intellectual Property. If, during the Term, either Party receives any notice, claim or proceedings from any Third Party alleging infringement of that Third Party’s Intellectual Property in the Territory by reason of either Party’s activities in relation to the Agreement, either Party receiving such notice shall promptly notify the other Party of such notice, claim or proceeding and Hansoh shall have the first right, but not the obligation, to resolve such infringement or such possibility, including entering into a Third Party license with [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. such Third Party with Viela’s prior written consent; provided that Hansoh shall not, without Viela’s prior written consent, enter into any compromise or settlement that (i) admits the invalidity of any Licensed Patent or Joint Patent in the Territory or elsewhere in the world, or (ii) requires Viela to relinquish any Licensed Patent or Joint Patent in the Territory or elsewhere in the world. Viela shall have the right to consult with Hansoh about any such litigation and to participate in and be represented by independent counsel in such litigation at Viela’s own expense. In the event that Hansoh elects not to resolve such infringement or such possibility of infringement, then (a) Viela shall, at Hansoh’s cost and expense, resolve such infringement or such possibility, and (b) Viela shall consider in good faith Hansoh’s comments with respect to strategy and negotiation of any action or proceeding. Hansoh shall, at the request of Viela, agree to timely commence or join in any necessary litigation, and in any event to cooperate with Viela in such litigation. Hansoh shall have the right to consult with Viela about any such litigation and to participate in and be represented by independent counsel in such litigation at Hansoh’s own expense.

Infringement of Third Party Intellectual Property. If, during In the Term, either Party receives event any notice, claim or proceedings from any action is taken by a Third Party alleging against GSK or any Affiliate on the basis of alleged infringement of that a Patent of such Third Party or of misappropriation of the know-how of a Third Party’s Intellectual Property in the Territory by reason , or alleged infringement or passing off or misappropriation of either Party’s activities in relation a Third Party trademark, pursuant to the Agreementexercise by GSK or any Affiliate or Sublicensee of its rights hereunder, either Party receiving such notice GSK shall promptly notify the other Party inform Sepracor and GSK shall be entitled at GSK’s expense to take whatever reasonable action it considers necessary or useful and Sepracor will provide any and all reasonable assistance, free of such noticecharge, claim or proceeding and Hansoh to GSK. Sepracor shall also have the first right, but not the obligation, to resolve such infringement or such possibility, including entering into a Third Party license with [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. such Third Party with Viela’s prior written consent; provided that Hansoh shall not, without Viela’s prior written consent, enter into any compromise or settlement that (i) admits the invalidity of any Licensed Patent or Joint Patent in the Territory or elsewhere in the world, or (ii) requires Viela to relinquish any Licensed Patent or Joint Patent in the Territory or elsewhere in the world. Viela shall have the right to consult with Hansoh about any such litigation and to participate in any legal proceedings in connection with such action at its own expense and be represented by independent counsel in make recommendations to GSK concerning such litigation at Viela’s own expenseaction. In the event that Hansoh elects not to resolve such infringement or such possibility of infringement, then (a) Viela shall, at Hansoh’s cost and expense, resolve such infringement or such possibility, and (b) Viela shall GSK will consider in good faith Hansoh’s comments all reasonable suggestions of Sepracor with respect thereto, and agrees to strategy and negotiation keep Sepracor informed of any the course such action or proceedinglegal proceedings with respect thereto. Hansoh shallGSK shall control the legal proceedings, at the request of Viela, agree to timely commence or join in any necessary litigation, and in any event to cooperate with Viela in such litigation. Hansoh shall have including the right to consult with Viela about enter into any settlement, in order to be able to resume the exercise of the rights granted to GSK under the terms if this Agreement; provided, however, that GSK may not settle any such litigation and to participate in and be represented by independent counsel action, or make any admissions or assert any position in such litigation at Hansoh’s own expenseaction, in a manner that would adversely affect the rights or interests of Sepracor (whether within the GSK Territory or otherwise), or make any financial payment without the prior written consent of Sepracor, which consent shall not be unreasonably withheld or delayed. If as a result of such action or settlement, GSK has to pay any amount to the Third Party, including damages, license fees or royalties on sales of the Product, any and all such amounts as well as the cost related to such action or settlement shall be borne equally by Sepracor and GSK.

Infringement of Third Party Intellectual Property. If, during the Term, either Party receives any notice, claim or proceedings from any Third Party alleging infringement of that Third Party’s Intellectual Property in the Territory A by reason of either Party’s activities in relation to the Agreement, either Party receiving such notice shall promptly notify the other Party of such notice, claim or proceeding and Hansoh Timber shall have the first right, but not the obligation, to resolve such infringement or such possibility, including entering into a Third Party license with [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. such Third Party with VielaAFT’s prior written consent; provided that Hansoh shall notneither Party shall, without Vielathe other Party’s prior written consent, enter into any compromise or settlement that (i) admits the invalidity or unenforceability of any Licensed Patent or Joint Patent in the Territory A or elsewhere in the world, or (ii) requires Viela AFT or Timber to relinquish any Licensed Patent or Joint Patent in the Territory A or elsewhere in the world; and provided further that AFT shall not without Timber’s prior written consent enter into any compromise or settlement that admits the invalidity or unenforceability of any Timber Patents or requires either Party to relinquish any Timber Patent. Viela AFT shall have the right to consult with Hansoh Timber about any such litigation and to participate in and be represented by independent counsel in such litigation at VielaAFT’s own expense. In the event that Hansoh If Timber elects not to resolve such infringement or such possibility of infringement, then (a) Viela AFT shall, at HansohTimber’s cost and expense, resolve such infringement or such possibility, and (b) Viela AFT shall consider in good faith HansohTimber’s comments with respect to strategy and negotiation of any action or proceeding. Hansoh Timber shall, at the request of VielaAFT, agree to timely commence or join in any necessary litigation, and in any event to cooperate with Viela AFT in such litigation. Hansoh Timber shall have the right to consult with Viela AFT about any such litigation and to participate in and be represented by independent counsel in such litigation at HansohTimber’s own expense.