Common use of Third Party Infringement Claims Clause in Contracts

Third Party Infringement Claims. If the production, sale or use of VGX-3100, the Delivery Device, or any Product in the Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against Inovio or Apollo (or their respective Affiliates, licensees or Sublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Party subject to such Infringement Action shall have the right to direct and control the defense thereof; provided, however, that the other Party may participate in the defense and/or settlement thereof at its own expense with counsel of its choice. In any event, the Party that is subject to the Infringement Action agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action. The Party who is subject to the Infringement Action agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect VGX-3100, the Delivery Device or the manufacture, use or sale of VGX-3100, the Delivery Device or any Product within or outside the Territory, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed.

Third Party Infringement Claims. If the production, sale or use of VGX-3100, the Delivery Device, or any Product in the Partner Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against Inovio Bioprojet or Apollo Partner (or their respective Affiliates, licensees or Sublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Party subject to such Infringement Action shall have the right to direct and control the defense thereof, at its own expense with counsel of its choice; provided, however, that the other Party may participate in the defense and/or settlement thereof thereof, at its own expense with counsel of its choice. In any event, the Party that is subject to the Infringement Action agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action. The Party who is subject to the Infringement Action Partner agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect VGX-3100, the Delivery Device Product or the manufacture, use or sale of VGX-3100, the Delivery Device or any Product within or outside the Partner Territory, without the prior written consent of the other PartyBioprojet, which shall not be unreasonably withheld withheld, conditioned or delayed; and Bioprojet agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect the Product, or the packaging, use or sale of the Product, within the Partner Territory, without the prior written consent of Partner, which shall not be unreasonably withheld, conditioned or delayed.

Third Party Infringement Claims. If the production, sale or use of VGX-3100, the Delivery Device, Compound or any a Product in for the Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against Inovio Angionetics or Apollo Licensee (or their respective Affiliates, licensees Affiliates or Sublicenseeslicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Party subject to such Infringement Action shall have the right to direct and control the defense thereof; provided, however, that the other Party may participate in the defense and/or settlement thereof at its own expense with counsel of its choice. In any event, the Party that is subject to the Infringement Action agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action. The Party who is subject to the Infringement Action agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect VGX-3100the other Party’s rights with respect to the Compound or a Product in such other Party’s territory (i.e., in the case of Licensee, the Delivery Device Territory, and in the case of Angionetics, countries outside of the Territory) or the manufacture, use or sale of VGX-3100, the Delivery Device Compound or any Product within or outside the Territoryin such other Party’s respective territory, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed.

Third Party Infringement Claims. If the production, sale or use of VGX-3100, the Delivery Device, Compound or any Product in the Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against Inovio XenoPort or Apollo GSK (or their respective Affiliates, licensees or Sublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Party subject to such Infringement Action shall have the right first right, but not the obligation, to direct and control the defense thereof; provided, however, that the other Party may participate in the defense and/or settlement thereof at its own expense with counsel of its choice. In any event, the Party that is subject to the Infringement Action agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action. The Party who is subject to the Infringement Action agrees not to settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would adversely affect VGX-3100, the Delivery Device Compound or the manufacture, use or sale of VGX-3100, the Delivery Device Compound or any Product within or outside the Territory, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed.. GSK may [...

Third Party Infringement Claims. If the productionmaking, sale sale, importation, or use of VGX-3100, the Delivery Device, or any Product in the Territory Products pursuant to this Agreement results in a claim, suit or proceeding by a Third Party alleging patent infringement against Inovio MGI or Apollo Licensee (or their respective Affiliates, licensees or Sublicensees) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Subject to Article 12, the Party subject to such Infringement Action shall have the exclusive right to direct defend and control the defense thereofthereof (including the conclusion of a potential settlement, but limited to the rights granted pursuant to this Agreement) using counsel of its own choice, and, also subject to Article 12, the Infringement Action shall be at such Party’s own expense; provided, however, that the other Party not responsible under the foregoing for defending such Infringement Action may participate in the defense and/or settlement thereof at its own expense with counsel of its choice. In any event, the The Party that is subject to defending the Infringement Action agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action. The Party who is subject to the Infringement Action Licensee agrees not to settle such Infringement Action, or make admissions regarding infringement by the Products of any admissions or assert any position in such Infringement Action, in a manner that would adversely affect VGX-3100, Patent Rights outside of the Delivery Device or the manufacture, use or sale of VGX-3100, the Delivery Device or any Product within or outside the TerritoryLicensed Patents, without obtaining the prior written consent of MGI. Nothing in this Section 8.5 shall be construed as limiting the other Party, which shall not be unreasonably withheld or delayedobligations of indemnification under Article 12.