Common use of Infringement Actions by Third Parties Clause in Contracts

Infringement Actions by Third Parties. Allos shall promptly notify Licensor in writing of any allegation by a Third Party that the activity of Allos or its Affiliates, Permitted Sublicensees or customers pursuant to this Agreement infringes or may infringe the patent rights of such Third Party, where the alleged infringing process, method or composition is claimed under a Valid Patent Claim. Allos shall have the right, in its sole discretion, to control the defense of such suit at its own expense, in which event Licensor shall have the right to be represented by advisory counsel of its own selection at its own expense, shall cooperate fully in the defense of such suit, and shall furnish to Allos all evidence and assistance in its control. Allos may not settle the suit or otherwise consent to an adverse judgment in such suit that diminishes the rights or interests of Licensor or imposes additional obligations on Licensor, without the express written consent of Licensor. Any judgments, settlements or damages payable with respect to legal proceedings covered by this article shall be paid by Allos.