Infringement Claims by Third Parties Clause Samples

Infringement Claims by Third Parties. If the manufacture, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by ▇▇▇▇▇▇ (or its Affiliates or Sublicensees), ▇▇▇▇▇▇ shall promptly notify Galapagos thereof in writing. ▇▇▇▇▇▇ shall defend and control the defense of any such claim, suit, or proceeding at its own expense (except to the extent any such expense constitutes an Allowable Expense), using counsel of its own choice. Galapagos may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if ▇▇▇▇▇▇ finds it necessary or desirable to join Galapagos as a party to any such action, Galapagos shall execute all papers and perform such acts as shall be reasonably required at ▇▇▇▇▇▇’▇ expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Unless otherwise set forth herein, ▇▇▇▇▇▇ shall have the right to settle such claim; provided that ▇▇▇▇▇▇ shall not settle any litigation under this Section 7.4 in a manner that diminishes or has a material adverse effect on the rights or interest of Galapagos, or in a manner that imposes any costs or liability on, or involves any admission by, Galapagos, without their express written consent. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. ▇▇▇▇▇▇ shall be entitled to deduct […***…] percent ([…***…]%) of the reasonable out-of-pocket attorney’s fees and court costs borne by ▇▇▇▇▇▇ and not included as an Allowable Expense of defending such claim, suit, or proceeding brought by a Third Party alleging that a Licensed Compound and/or the Manufacturing Process (which Manufacturing Process ▇▇▇▇▇▇ has not modified in any substantial part pertinent to the asserted claims in said proceeding) infringe one or more patents Controlled by the Third Party. Such deduction shall be applied in a given Calendar Quarter from sales-based milestones and to the extent not exhausted within an […***…] ([…***…]) month period, may be deducted from royalties due to Galapagos pursuant to Section 6.4.1 or 6.

Infringement Claims by Third Parties. In the event that a Third Party asserts that the manufacture, use, sale, offer for sale or importation of any Compound or Product infringes a Patent Right of such Third Party, then the Party receiving notice of such action shall promptly notify the other Party and the following shall apply:

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 shall be [***].

Infringement Claims by Third Parties. If the manufacture, sale or use of any product commercialized by a Party (the “Commercializing Party”) pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against a Commercializing Party (or its Sublicensees), such Commercializing Party shall promptly notify the other Party in writing setting forth the facts of such claim in reasonable detail. The Commercializing Party shall have the exclusive right to defend and control the defense of any such claim, suit or proceeding, at its own expense, using counsel of its own choice; provided, however, it shall not enter into any agreement or settlement which admits or concedes that any Patent licensed from the other Party is invalid, unenforceable or not infringed, without the prior written consent of the other Party. The Commercializing Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding, and the other Party shall have the right (but not the obligation) to be separately represented, at its expense, by counsel of its own choice and to advise the Commercializing Party on the defense of such claim, suit or proceeding.

Infringement Claims by Third Parties. If the Manufacture, Commercialization, or use of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by Xynomic (or its Affiliates or Sublicensees), Xynomic shall promptly notify Pharmacyclics thereof in writing. Xynomic shall defend any action which names Xynomic and/or Pharmacyclics which claims the infringement, after the Effective Date, of any Third Party Patent through the making, using, selling, offer for sale or importing of a Licensed Compound or Licensed Product. If necessary and at Xynomic’s expense, Pharmacyclics will assist and cooperate with Xynomic in any such defense. Xynomic will bear all costs and expenses (including attorneys’ fees) and pay all damages and settlement amounts arising out of or in connection with any such action. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Neither Party may enter into any settlement that affects the other Party’s rights or interests without such Party’s written consent, which consent will not be unreasonably withheld, conditioned or delayed.

Infringement Claims by Third Parties. With respect to any ------------------------------------ and all Claims instituted by Third Parties against Adolor or GSK or any of their respective Affiliates for trademark infringement involving the use, sale, license or marketing of a Collaboration Product in the United States during the United States Term (each, a "Trademark Infringement Claim"), each of Adolor and ---------------------------- GSK shall be responsible for Losses arising out of or resulting from such Trademark Infringement Claims of the Adolor Product Marketing Contribution or the GI Product Marketing Contribution (prior to any adjustment under Section 6.3.4), as applicable, and Adolor and GSK will assist one another and cooperate in the defense and settlement of such Trademark Infringement Claims at the other Party's request; provided, however, that in all cases referred to in this Section 2.4.8, neither Party shall be liable for any proportion of its share of the Losses in relation to the Trademark Infringement Claim to the extent that such Losses were caused by the negligence or willful misconduct or wrongdoing of the other Party or any breach by the other Party of its representations, warranties or covenants or agreements hereunder. Further, to the extent Adolor has elected to receive royalties in relation to any Collaboration Product being sold in the United States and GSK has elected to use an Adolor Product Trademark on such GI Product under Section 2.4.2, GSK shall be liable for Losses with respect to any Trademark Infringement Claim raised against GSK except those Losses in relation to the Trademark Infringement Claim to the extent such Losses were caused by the negligence or willful misconduct or wrongdoing of Adolor or any breach by Adolor of its representations, warranties, covenants or agreements hereunder. Adolor shall not be responsible for any Losses arising out of or resulting from Trademark Infringement Claims in relation to Collaboration Product for which it does not receive a percentage of the Adolor Product Marketing Contribution or a percentage of the GI Product Marketing Contribution unless such Loss is related to a Claim under Section 14.2(a) or 14.2(b).

Infringement Claims by Third Parties. If the Development, Manufacture, Commercialization or other Exploitation of a Compound, Product or Diagnostic Product in the Territory pursuant to this Agreement results in, or may result in, any claim, suit or proceeding by a Third Party alleging Patent infringement by a Party (or its Affiliates or Sublicensees), the Party (or its Patent Liaison) first having knowledge of such claim, suit or proceeding shall promptly notify the other Party thereof in writing. BII, in consultation with the Patent Liaisons, shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit or proceeding at its own expense, using counsel of its own choice. Epizyme may participate in any such claim, suit or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if BII finds it necessary or desirable to join Epizyme as a party to any such action, Epizyme shall execute all papers and perform such acts as shall be reasonably required at BII’s expense. If BII elects (in a written communication submitted to Epizyme within a reasonable amount of time after notice of the alleged Patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit or proceeding, within such time periods so that Epizyme is not prejudiced by any delays, Epizyme, in consultation with the Patent Liaisons, may conduct and control the defense of any such claim, suit or proceeding at its own expense. Each Party’s Patent Liaison shall keep the other Party’s Patent Liaison reasonably informed of all material developments in connection with any such claim, suit or proceeding. Each Party’s Patent Liaison shall provide the other Party’s Patent Liaison with copies of all pleadings filed in such action and to allow the other Party’s Patent Liaison a reasonable opportunity to participate in the defense of the claims. In case either Party desires to submit a counterclaim in such defensive action, Section 8.3 (Enforcement of Patents) applies in case such counterclaim concerns the enforcement of an Epizyme Patent, Joint Patent or BII Patent, including with respect to any recoveries realized as a result of such counterclaim.

Infringement Claims by Third Parties. With respect to any and all Claims instituted by Third Parties against Theravance or Clinigen or any of their respective Affiliates, sublicensees or subcontractors for patent infringement involving the manufacture, use, license, marketing, sale, offer for sale or importation of a Theravance Compound or Licensed Product in the Territory during the Term or for trademark infringement involving the Theravance Trademarks in the Territory during the Term (an “Infringement Claim”), Theravance shall defend, indemnify and hold harmless Clinigen and its Affiliates and each of their officers, directors, employees, successors and assigns from and against all such Infringement Claims of Third Parties, and all associated Losses in accordance with Article XII.

Infringement Claims by Third Parties. 3.4.1. If the practice of the license rights granted pursuant to this Agreement results in a Third Party bringing a claim, suit or proceeding alleging patent infringement against Bioamber, Bioamber shall promptly notify DuPont in writing setting forth the facts of such claim in reasonable detail.