Common use of ACTIONS BY THIRD PARTIES Clause in Contracts

ACTIONS BY THIRD PARTIES. 7.4.1 Subject to Section 7.4.2, Kos shall have the exclusive right to defend, settle or compromise all litigation (including actions, suits and proceedings before judicial or administrative tribunals, and arbitration proceedings) in which Kos, its officers, directors or shareholders, Sublicensees, or its vendees are charged by virtue of the manufacture, use or sale of a Licensed Product under this Agreement with infringement of any intellectual property rights of third parties. 7.4.2 If any third party shall bring an action against Kos, its officers, directors or shareholders, Sublicensees or its vendees for infringement of any patent or rights thereunder of such third party, by reason of the manufacture, use or sale of a Licensed Product by Kos, Sublicensees, or their customers (ultimate or in privity or otherwise), Kos shall promptly give written notice to USL of the institution of such action. Kos shall be solely responsible for the costs and expenses of defending such infringement actions. Kos shall be entitled, in its sole discretion, but after consultation with USL, to settle or compromise any infringement action against Kos or Sublicensees relating to a Licensed Product.