Common use of Declaratory Judgments Clause in Contracts

Declaratory Judgments. Each Party shall provide the other Party with immediate written notice of any declaratory judgment action or other claim or action brought by a Third Party in any jurisdiction that alleges the invalidity, unenforceability or non-infringement of any Licensed Patent. For any such declaratory judgment action or other claim or action brought by a Third Party manufacturing, using or Commercializing a Competing Product in any part of the Territory, Incline shall have the first right, but not the obligation, at its own expense, to control the defense of the Licensed Patents in any such declaratory judgment action. Incline shall notify ALZA within fifteen (15) business days of receiving written notice of such declaratory judgment action as to whether it intends to elect to control the defense of such declaratory judgment action (or if appropriate such lesser period as is necessary so as to give ALZA a reasonable period in which to respond to such declaratory judgment action). If, after the expiration of such period, Incline has not notified ALZA of its intent to control the defense of such declaratory judgment action, then ALZA shall have the right, but not the obligation, to control such defense of such declaratory judgment action, provided that Incline shall fully cooperate with ALZA in the event that ALZA determines to control the defense of such declaratory judgment action. Such cooperation shall include being a named party where reasonably requested by ALZA in any action so defended by ALZA. Neither Party shall make any admission, consent to the entry of any judgment or enter into any settlement with respect to any declaratory judgment action involving any Licensed Patent without the prior written consent of the other Party (which consent shall not unreasonably be withheld or delayed) if such admission, judgment or settlement includes a finding or agreement that any Licensed Patent is invalid or unenforceable, or would enjoin or grant other equitable relief against the other Party. Each Party shall cooperate (including by executing any documents required to enable the other Party to participate in such litigation) with the other Party in the defense of any declaratory judgment action brought by a Third Party relating to the Licensed Patents in accordance with this Section 6.2.5 and shall have the right to consult with the other Party and to participate in and be represented by counsel of its choosing in such litigation at its own expense.

Declaratory Judgments. Each Party shall will provide the other Party with immediate written notice of any declaratory judgment action or other claim or action brought by a Third Party in any jurisdiction the Territory that alleges the invalidity, unenforceability or non-infringement noninfringement of any Licensed PatentControlled Release Patent Right or any Patent Right in Landec Improvements, Monsanto Improvements or Joint Improvements. For any such declaratory judgment action or other claim or action brought by a Third The Responsible Party manufacturing, using or Commercializing a Competing Product in any part of the Territory, Incline shall will have the first right, but not the obligation, at its own expense, to control defend the defense of the Licensed Patents Patent Rights in any such declaratory judgment action. Incline shall The Responsible Party will notify ALZA the other Party within fifteen (15) business days of receiving written notice of such declaratory judgment action as to whether it intends to elect to control the defense of defend such declaratory judgment action (or if appropriate such lesser period as is necessary so as to give ALZA the other Party a reasonable period in which to respond to such declaratory judgment action). If, after the expiration of such period, Incline the Responsible Party has not notified ALZA the other Party of its intent to control the defense of defend such declaratory judgment action, then ALZA shall the other Party will have the right, but not the obligation, to control such defense of defend such declaratory judgment action, provided that Incline shall the Responsible Party will fully cooperate with ALZA the other Party in the event that ALZA determines the Responsible Party decides not to control the defense of defend such declaratory judgment action. Such cooperation shall include being a named party where reasonably requested by ALZA in any action so defended by ALZAFurthermore, the Responsible Party will bear all the expenses of such litigation. Neither Party shall make any admission, will consent to the entry of any judgment or enter into any settlement with respect to any such declaratory judgment action involving any Licensed Patent without the prior written consent of the other Party (which consent shall will not unreasonably be withheld or delayedwithheld) if such admission, judgment or settlement includes a finding or agreement that any Licensed Patent Right is invalid or unenforceable, or would enjoin or grant other equitable relief against the other Party. Each Party shall will cooperate (including by executing any documents required to enable the other Party to participate in such litigation) with the other Party in the defense of any declaratory judgment action brought by a Third Party relating to the Licensed Patents Patent Rights in accordance with this Section 6.2.5 and shall will have the right to consult with the other Party and to participate in and be represented by independent counsel of its choosing in such litigation at its own expense.

Declaratory Judgments. Each Party shall will provide the other Party with immediate written notice of any declaratory judgment action or other claim or action brought by a Third Party in any jurisdiction the Territory that alleges the invalidity, unenforceability or non-infringement noninfringement of any Licensed PatentPatent Right or any Patent Right in Landec Improvements, Monsanto Improvements or Joint Improvements. For any such declaratory judgment action or other claim or action brought by a Third The Responsible Party manufacturing, using or Commercializing a Competing Product in any part of the Territory, Incline shall will have the first right, but not the obligation, at its own expense, to control defend the defense of the Licensed Patents Patent Rights in any such declaratory judgment action. Incline shall The Responsible Party will notify ALZA the other Party within fifteen (15) business days of receiving written notice of such declaratory judgment action as to whether it intends to elect to control the defense of defend such declaratory judgment action (or if appropriate such lesser period as is necessary so as to give ALZA the other Party a reasonable period in which to respond to such declaratory judgment action). If, after the expiration of such period, Incline the Responsible Party has not notified ALZA the other Party of its intent to control the defense of defend such declaratory judgment action, then ALZA shall the other Party will have the right, but not the obligation, to control such defense of defend such declaratory judgment action, provided that Incline shall the Responsible Party will fully cooperate with ALZA the other Party in the event that ALZA determines the Responsible Party decides not to control the defense of defend such declaratory judgment action. Such cooperation shall include being a named party where reasonably requested by ALZA in any action so defended by ALZAFurthermore, the Responsible Party will bear all the expenses of such litigation. Neither Party shall make any admission, will consent to the entry of any judgment or enter into any settlement with respect to any such declaratory judgment action involving any Licensed Patent without the prior written consent of the other Party (which consent shall will not unreasonably be withheld or delayedwithheld) if such admission, judgment or settlement includes a finding or agreement that any Licensed Patent Right is invalid or unenforceable, or would enjoin or grant other equitable relief against the other Party. Each Party shall will cooperate (including by executing any documents required to enable the other Party to participate in such litigation) with the other Party in the defense of any declaratory judgment action brought by a Third Party relating to the Licensed Patents Patent Rights in accordance with this Section 6.2.5 6.3.5 and shall will have the right to consult with the other Party and to participate in and be represented by independent counsel of its choosing in such litigation at its own expense.