Defense Actions Clause Samples
The Defense Actions clause outlines the procedures and responsibilities related to defending against third-party claims or lawsuits. Typically, it specifies which party must assume control of the defense, how legal costs are managed, and the obligations to cooperate or provide information during the process. This clause ensures that there is a clear and efficient approach to handling legal challenges, minimizing confusion and allocating responsibility for defense efforts.
Defense Actions. Upon LICENSEE’s request, NOVARTIS shall reasonably cooperate with LICENSEE, to the extent necessary to defend LICENSEE or its Affiliates or any Sublicensee of LICENSEE in a Defense Action related to LICENSEE’s or its Affiliates or Sublicensee’s Development, Commercialization or Use of any Compound or Product in the Field. LICENSEE shall have all authority with respect to any Defense Action, including the right to exclusive control of the defense of any such suit, action or proceeding and the exclusive right to compromise, litigate, settle or otherwise dispose of any such suit, action, or proceeding, provided that LICENSEE shall keep NOVARTIS timely informed of the proceedings and filings, and provide NOVARTIS with copies of all material communications, pertaining to each Defense Action, and LICENSEE shall not settle, stipulate to any facts or make any admission with respect to any Defense Action without NOVARTIS’ prior written consent (not to be unreasonably withheld or delayed) if such settlement, stipulation or admission would (a) adversely affect the validity, enforceability or scope, or admit infringement, of any of the Licensed Technology; (b) give rise to liability of NOVARTIS or its Affiliates; or (c) otherwise impair NOVARTIS’ or any of its Affiliates’ rights in any Licensed Technology or NOVARTIS’ or any of its Affiliates’ rights in this Agreement, including rights outside the Field. LICENSEE will reimburse NOVARTIS for its reasonable costs and expenses associated with compliance with this Section 8.3 arising from LICENSEE’s or its Affiliates or Sublicensee’s Development, Commercialization or Use of any Compound or Product in the Field.
Defense Actions. [***] shall be [***] responsible for the costs of any Defense Action and shall have all authority with respect to any such Defense Action, including [***] provided that [***] shall keep [***] timely informed of the proceedings and filings, and provide [***] with copies of all material communications, pertaining to each Defense Action [***] shall not settle, stipulate to any facts or make any admission with respect to any Defense Action without [***] prior written consent (not to be unreasonably withheld or delayed) if such settlement, stipulation or admission would (a) [***] (b) [***] (c) [***].
Defense Actions. If any Party receives notice by counterclaim, declaratory judgment action or otherwise, alleging the invalidity or unenforceability of any Syndax Patent, it shall bring such fact to the attention of the other Party, including all relevant information related to such claim. Where such allegation is made in an opposition, reexamination, interference or other patent office proceeding, the provisions of Section 10.1 shall apply. Where such allegation is made in a counterclaim to a suit or other action brought under Section 10.3, the applicable provisions of Section 10.3 shall apply. Where such allegation is made in a declaratory judgment or other court action, the Party who prosecuted such Syndax Patent shall have the first right to defend such action at its own cost, provided that if a Party pursuant to Section 10.3 elects to bring an infringement counterclaim, the provisions of Section 10.3 shall thereafter apply. If the Party with the first right to defend a Syndax Patent elects not to defend such action, it shall so notify the other Party in writing, and the other Party shall have the right to defend such action, at the other Party’s cost. For any such action involving a Syndax Patent, the non-defending Party shall provide to the defending Party all reasonable assistance in such defense, at the defending Party’s request and cost; and the defending Party shall keep the other Party regularly informed of the status and progress of such efforts, and shall reasonably consider the other Party’s comments on any such efforts.
Defense Actions. Any recovery (including any settlement) received as a result of any Action under Section 15.4 (Defense of Third Party Infringement Claims) will be allocated in the following order: (a) to reimburse the defending Party (if the defense was not done jointly) for the costs and expenses (including attorneys’ and professional fees) that the defending Party incurred in connection with such Action, to the extent not previously reimbursed; (b) to reimburse the non-defending Party to the extent not already reimbursed, where it joins such defense as provided under Section 15.3.3(d); and (c) any recoveries in excess of such costs and expenses shall be [*].
Defense Actions. (a) Prior to the Option Effective Date. As between the Parties, subject to Section 9.5.3, prior to the Option Effective Date, (i) ACI shall have the sole right, but not the obligation, to defend and control the defense of the validity and enforceability of the Other Licensed Patents; and (ii) ACI shall have the first right, but not the obligation to defend and control the defense of the validity and enforceability of the Product Patents and Joint Patents, in each case ((i) and (ii)), in the Territory, using counsel of its own choice, at its sole cost and expense; provided that if the assertion of invalidity or unenforceability of such Patents is brought as a defense or counterclaim in connection with an infringement action initiated pursuant to Section 9.4, the applicable enforcing Party shall have the first right, but not the obligation, to defend and control the validity and enforceability of such Patents at its sole cost and expense.
Defense Actions. Upon Pint's request, Puma will reasonably cooperate with Pint, at Pint's expense, to the extent necessary to defend Pint or any Affiliate or sublicensee of Pint in a Defense Action in which the claim of infringement, misappropriation or other violation is directed at Pint's or its Affiliate’s or sublicensee's Use of any Licensed Technology in accordance with the terms of this Agreement. Pint shall have all authority with respect to any Defense Action, including the right to exclusive control of the defense of any such suit, action or proceeding and the exclusive right to compromise, litigate, settle or otherwise dispose of any such suit, action, or proceeding; provided that Pint shall keep Puma timely informed of the proceedings and filings, and provide Puma with copies of all communications pertaining to each Defense Action and Pint shall not settle, stipulate to any facts or make any admission with respect to any Defense Action without Puma's prior written consent if such settlement, stipulation or admission would: (a) adversely affect the validity, enforceability or scope, or admit non-infringement, of any of the Licensed Technology; (b) give rise to liability of Puma or its Affiliates; (c) grant to a Third Party a license or covenant not to ▇▇▇ under, or with respect to, any Intellectual Property Rights Controlled by Puma or its Affiliates, other than as expressly provided for in this Agreement with respect to Pint’s rights to sublicense the Licensed Technology; or (d) otherwise impair Puma's or any of its Affiliates' rights in any Licensed Technology or Puma's or any of its Affiliates' rights in this Agreement.
Defense Actions. (a) Prior to the Continuation Date. As between the Parties, prior to the Continuation Date, (i) Xilio shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of [**] and (ii) Gilead shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of [**], in each case ((i) and (ii)), in the Territory, using counsel of its own choice, at its sole cost and expense.
Defense Actions. Upon GEHC’s request, LMI will reasonably cooperate with GEHC to the extent necessary to defend GEHC or any Affiliate or Sublicensee of GEHC in a Defense Action related to GEHC’s or its Affiliate’s or Sublicensee’s Exploitation of the Precursor, Licensed Compound, or Licensed Product (in accordance with ARTICLE 3 (Licenses and Exclusivity)). GEHC will reimburse LMI for its reasonable costs incurred in providing such cooperation for a Defense Action that is not a challenge to the validity, scope, or enforceability of any LMI Patent Right, LMI Services Assigned Patent Right, or of an opposition proceeding against any LMI Patent Right, LMI Services Assigned Patent Right. GEHC will have the first right, in GEHC’s sole discretion, to control the defense of any Defense Action related to GEHC’s or its Affiliate’s or Sublicensee’s Exploitation of the Precursor, Licensed Compound, or Licensed Product (in accordance with ARTICLE 3 (Licenses and Exclusivity)) and the exclusive right to compromise, litigate, settle, or otherwise dispose of any such Defense Action; provided that GEHC will keep LMI timely informed of the proceedings and filings, and will provide LMI with copies of all material communications pertaining to each such Defense Action. GEHC will not settle, stipulate to any facts, or make any admission with respect to any such Defense Action without LMI’s prior written consent (not to be unreasonably withheld, conditioned, or delayed) if such settlement, stipulation, or admission would (a) adversely affect the validity, enforceability, or scope, or admit infringement, of any of the Licensed Technology; (b) give rise to liability of LMI or its Affiliates for which it is not indemnified; or (c) grant to a Major Competitor a license or covenant not to ▇▇▇ under, or with respect to, any Intellectual Property Rights Controlled by LMI (including the Licensed Technology). In the event that GEHC elects not to control the defense of any Defense Action that is a challenge to the validity, scope, or enforceability of any LMI Patent Right, LMI Services Assigned Patent Right, GEHC Improvement Patent Right, or Joint Patent Right or an opposition proceeding against any LMI Patent Right, LMI Services Assigned Patent Right, GEHC Improvement Patent Right, or Joint Patent Right, then GEHC will notify LMI of such decision and LMI will have the right (but not the obligation) to do so at its own expense, and to compromise, litigate, settle, or otherwise dispose of any such Defense...
Defense Actions. Licensee shall have all authority with respect to any such Defense Action in the Licensee Territory, including the right to exclusive control of the defense of any such suit, action or proceeding and the exclusive right to compromise, litigate, settle or otherwise dispose of any such suit, action, or proceeding; provided that Licensee shall keep Licensor timely informed of the proceedings and filings, and provide Licensor with copies of all communications pertaining to each such Defense Action and [***].
Defense Actions. Incyte shall control any Defense Action brought by a Third Party against Incyte claiming infringement or misappropriation under the Intellectual Property Rights of such Third Party, including the right to litigate, settle or otherwise dispose thereof. Incyte shall inform Calithera promptly of the institution of any Defense Action, keep Calithera timely informed of the status of and activities in such Defense Action and, at Calithera’s written request, provide Calithera with copies of all material filings pertaining thereto (which Calithera shall have the right to provide to Mars as Confidential Information (as defined in the Mars Agreement) with respect to which Calithera is the Disclosing Party (as defined in the Mars Agreement), subject to the confidentiality provisions of the Mars Agreement) and allow Calithera and Mars reasonable opportunity to comment on the Defense Action. Incyte shall not settle, stipulate to any facts or make any admission with respect to any Defense Action without Calithera’s prior written consent if such settlement, stipulation or admission would (i) adversely affect the validity, enforceability or scope, or admit non-infringement, of any of the Arising IP, Joint Arising IP, or Calithera IP, (ii) give rise to liability of Calithera, its Affiliates, licensees, sublicensees or subcontractors (as applicable), (iii) grant to a Third Party a license or covenant not to s▇▇ under, or with respect to, any Intellectual Property Rights Controlled by Calithera or its Affiliates, or (iv) otherwise impair (A) Calithera’s, its Affiliates, or its or their licensees, sublicensees and subcontractors (to the extent applicable) rights in any such Intellectual Property Rights, (B) any other Intellectual Property Rights owned or controlled by Calithera or its Affiliates, or (C) this Agreement.