Development Compounds. If a Third Party asserts that a Patent or other right owned by it is infringed by the manufacture, use, sale or importation of [ * ], the Party first having knowledge of such a claim shall promptly provide the other Party notice of such claim and the related facts in reasonable detail. In such event, [ * ] shall determine best how to control the defense of any such claim; provided, however, that if such claim also covers [ * ] then [ * ] shall control. In the event [ * ] on the strategy for the defense of any such claim, such defense shall be controlled by [ * ]; provided, that [ * ] shall have the right [ * ] to participate in such defense and to be represented by counsel of its choice. The Party that controls the defense of a given claim with respect to [ * ], shall also have the right to control settlement of such claim.
Appears in 2 contracts
Sources: Product Development and Commercialization Agreement (Exelixis, Inc.), Product Development and Commercialization Agreement (Exelixis Inc)