Infringement of Third Party Rights in the Territory. If any Licensed Product used or sold by Allergan, its Affiliates or sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory, Allergan shall promptly notify Molecular Partners and the Parties shall agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. Allergan shall be solely responsible for the defense of any such infringement claims, provided that Allergan shall provide to Molecular Partners the ability to join 37. ***Certain confidential information contained in this document, marked with 3 asterisks (***), has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended such action, at Molecular Partners’ request and expense, to pursue such action in which a patent asserted by a Party under this Section 9.7 claims or covers the composition of matter (including the nucleic acid or amino acid sequence), use or sale of the Initial Licensed Compounds or the manufacture of the Licensed Compounds using the process employed by Molecular Partners as of the Effective Date (any such patent, a “Subject Patent”). To the extent directly related to the Subject Patent, Allergan shall keep Molecular Partners regularly informed of the status and progress of any action to the extent involving a Subject Patent, shall reasonably consider Molecular Partners’ comments on any such action with respect to such Subject Patent, and shall seek consent of Molecular Partners in any important aspects of such action with respect to such Subject Patent, including determination of litigation strategy and filing of material papers to the competent court, which consent shall not be unreasonably withheld or delayed. In addition, Allergan shall provide Molecular Partners with drafts of all material papers to be filed with the court to the extent directly related to the Subject Patent and shall in good faith incorporate all reasonable comments thereto by Molecular Partners before filing such papers. In connection with any settlement agreement or court order, made in accordance with the provisions of Section 8.5(b) for a Subject Patent, ***. Allergan shall not settle any claim, suit or action unde...
Infringement of Third Party Rights in the Territory. Subject to Article 11, if any Product used or sold by Licensee, its Affiliates or Sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory, Licensee shall [***] notify MTI and [***]. Licensee shall notify and keep MTI apprised in writing of any such action and shall consider and take into account MTI’s reasonable interests and requests regarding such action. Any settlement of such infringement claim that would admit liability on the part of MTI, Merck or any of their respective Affiliates shall be Confidential treatment has been sought for portions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. subject to MTI’s prior written approval, such approval not to be unreasonably withheld, conditioned or delayed.
Infringement of Third Party Rights in the Territory. (a) If any Product used or sold by either Party, its Affiliates, licensees or sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory, the Party first having notice of the claim or assertion shall promptly notify the other Party, the Parties shall agree on and enter into an “identity of interest agreement” wherein such Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action.
Infringement of Third Party Rights in the Territory. Subject to Article 11, if any Licensed Product used or sold by XXX, its Affiliates or sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent, XXX shall promptly notify Virobay and the Parties shall agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. XXX shall be solely responsible for the defense of any such infringement claims, at LEO’s cost and expense.
Infringement of Third Party Rights in the Territory. Subject to Article 11, if any Product used or sold by [* * *], its Affiliates or licensees or sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory, [* * *] shall promptly notify [* * *] and the Parties shall agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. [* * *]. Confidential treatment has been sought for portions of this Agreement. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
Infringement of Third Party Rights in the Territory. Subject to Article 11, if any Product used or sold by Takeda, its Affiliates or sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory, Takeda shall promptly notify ITI and the Parties shall agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. Takeda shall be solely responsible for the defense of any such infringement claims, at Takeda’s cost and expense, provided that the provisions of Section 9.4 shall govern the right of Takeda to assert a counterclaim of infringement of any ITI Patents or Joint Patents.
Infringement of Third Party Rights in the Territory. Subject to ARTICLE 9, if any Licensed Product used or sold by Savara, its Affiliates or licensees or sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Third Party’s Patent granted by a jurisdiction within the Territory (and such alleged infringement is caused by the Grifols Technology and not Savara’ use of its own or any Third Party technologies), Savara shall promptly notify Grifols and the Parties shall agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. Savara shall be responsible for defending such claim (with all of its costs and expenses) and Grifols shall provide necessary assistance to Savara with such defense. All costs and expenses associated with defending such claim, including all payments to such Third Parties, including, without limitation, all payments and royalties paid to such Third Parties required to obtain any license rights under such Third Party’s Patents, shall be shared [***] percent ([***]%) by Savara and [***] percent ([***]%) by Grifols. Grifols’ payment obligations as provided hereunder shall be satisfied by deducting such amounts from the royalty payments next payable to Grifols pursuant to Section 6.4 (but Savara may not deduct same against Milestone Payments); provided, that any such deduction shall not exceed [***] percent ([***]%) of any royalty payment due and payable to Grifols. Savara may carry forward to future royalty periods any unused deduction due to the [***] percent ([***]%) floor until all deductions Savara is eligible for are exhausted.
Infringement of Third Party Rights in the Territory. If any Product used or sold by Amgen, its Affiliates, or Sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory, [***] shall promptly notify [***]and the Parties shall agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and, thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. [***] shall be solely responsible for the defense of any such infringement claims, provided that [***] shall provide to [***]the ability to join such action, at [***] request and expense, to pursue such action in which a patent asserted by a Party under this Section 10.5 claims [***] of the Licensed Bispecifics (any such patent, a “Subject Patent”). To the extent directly related to the Subject Patent, [***]shall keep [***] regularly informed of the status and progress of any action to the extent involving a Subject Patent, shall reasonably consider [***]’ comments on any such action with respect to such Subject Patent, and shall seek consent of [***] in any important aspects of such action with respect to such Subject Patent, including determination of litigation strategy and filing of material papers to the competent court, which consent will not be unreasonably withheld, conditioned, or delayed. In addition, [***] shall provide [***] with drafts of all material papers to be filed with the court to the extent directly related to the Subject Patent and shall in good faith incorporate all reasonable comments thereto by [***] before filing such papers. [***] shall not settle any claim, suit or action under this Section 10.5 to the extent involving a Subject Patent without the prior written consent of [***], not to be unreasonably withheld, conditioned, or delayed.
Infringement of Third Party Rights in the Territory. Subject to Article 10, if a Product used or sold by LB, its Affiliates or Sublicensees under the License becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory (each such claim or assertion a “Third Party Claim”), LB shall promptly notify CollPlant and the Parties shall agree on and enter into a common interest agreement, pursuant to which the Parties will agree to work toward their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the Third Party Claim and the appropriate course of action. LB shall have the first right (but not the obligation, except as set forth in Article 10) to defend any such Third Party Claim, at LB’s cost and expense; provided that the provisions of Section 8.4 govern the right of LB to assert a counterclaim of infringement of any CollPlant Patents or Joint Patents. Without limitation of the foregoing, if LB finds it necessary or desirable to join CollPlant as a party to any such action, the Parties shall cooperate to execute all papers and perform such acts as shall be reasonably required for CollPlant to join such action.
Infringement of Third Party Rights in the Territory. (a) If any Licensed Product Commercialized by or on behalf of Alliqua becomes the subject of a Third Party claim or assertion of infringement of such Third Party’s intellectual property, including any Patent, issued in the Territory, Alliqua shall promptly notify CCT and the Parties shall negotiate in good faith and agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. Subject to Sections 2.4 and 12.5, CCT shall have the right, but not the obligation, to defend any such infringement claim, [***] all costs and expenses relating to, and arising from, the defense of any such infringement claim shall be [***]. Alliqua shall provide all reasonable assistance to CCT and reasonably cooperate in the defense of any such action. At each quarterly JSC meeting, CCT shall provide to Alliqua an update on the status and defense of such infringement claim during the previous calendar quarter and any other information with respect thereto as reasonably requested by Alliqua.
