Common use of Infringement Actions by Third Parties Clause in Contracts

Infringement Actions by Third Parties. In the event that a Third Party files an action against a party, its Affiliates, distributors or sublicensees alleging that such party’s or its Affiliates’, distributors’ or sublicensees’ activities under this Agreement infringe such Third Party’s patent or other intellectual property rights, such party shall give written notice to the other party, and the parties will consult and cooperate on the best course of action. If the alleged infringing process, method or composition is claimed under the Licensed Technology in the Territory, UP shall have the right, in its sole discretion, to control the defense of such suit at its own expense, in which event AltaRex shall have the right to be represented by advisory counsel of its own selection, at its own expense, and shall cooperate fully in the defense of such suit and furnish to UP all evidence and assistance in its control. If UP does not elect within thirty (30) days after such notice to so control the defense of such suit, AltaRex may undertake such control at its own expense, and UP shall then have the right to be represented by advisory counsel of its own selection, at its own expense, and UP shall cooperate fully in the defense of such suit and furnish to AltaRex all evidence and assistance in UP’s control. The party controlling the suit may not settle the suit or otherwise consent to an adverse judgment in such suit that diminishes the rights or interests of the non-controlling party without the express written consent of the non-controlling party. Any judgments, settlements or damages payable with respect to legal proceedings covered by this Section 9.6 shall be paid by the party which controls the litigation, subject to the other party’s indemnification obligations under Article 10 below.

Infringement Actions by Third Parties. In the event that a Third Party files an action against a party, its Affiliates, distributors or sublicensees alleging that such party’s 's or its Affiliates’', distributors’ ' or sublicensees’ ' activities under this Agreement infringe such Third Party’s 's patent or other intellectual property rights, such party shall give written notice to the other party, and the parties will consult and cooperate on the best course of action. If the alleged infringing process, method or composition is claimed under the Licensed Technology in the Territory, UP shall have the right, in its sole discretion, to control the defense of such suit at its own expense, in which event AltaRex shall have the right to be represented by advisory counsel of its own selection, at its own expense, and shall cooperate fully in the defense of such suit and furnish to UP all evidence and assistance in its control. If UP does not elect within thirty (30) days after such notice to so control the defense of such suit, AltaRex may undertake such control at its own expense, and UP shall then have the right to be represented by advisory counsel of its own selection, at its own expense, and UP shall cooperate fully in the defense of such suit and furnish to AltaRex all evidence and assistance in UP’s 's control. The party controlling the suit may not settle the suit or otherwise consent to an adverse judgment in such suit that diminishes the rights or interests of the non-controlling party without the express written consent of the non-controlling party. Any judgments, settlements or damages payable with respect to legal proceedings covered by this Section 9.6 shall be paid by the party which controls the litigation, subject to the other party’s 's indemnification obligations under Article 10 below.