Common use of Infringement Claims by Third Parties Clause in Contracts

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. If the Developmentmanufacture, Manufacturesale, Commercialization or other Exploitation use of a Compound, Product Licensed Compound or Diagnostic Licensed Product in the Territory pursuant to this Agreement results in, or may result in, any claim, suit suit, or proceeding by a Third Party alleging Patent patent infringement by a Party AbbVie (or its Affiliates or Sublicensees), the Party (or its Patent Liaison) first having knowledge of such claim, suit or proceeding AbbVie shall promptly notify the other Party Harpoon thereof in writing. BIISubject to Section 11.2, in consultation with the Patent Liaisons, AbbVie shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit suit, or proceeding at its own expense, using counsel of its own choice. Epizyme Harpoon may participate in any such claim, suit suit, or proceeding with counsel of its choice at its own expense. The assumption of the defense of a claim that may be subject to Section 11.2 by either AbbVie or Harpoon shall not be construed as an acknowledgment that Harpoon is liable to indemnify any AbbVie Indemnitee in respect of such indemnity claim, nor shall it constitute a waiver by Harpoon of any defenses it may assert against an AbbVie Indemnitee’s claim for indemnification. Without limitation of the foregoing, if BII AbbVie finds it necessary or desirable to join Epizyme Harpoon as a party to any such action, Epizyme shall Harpoon shall, at AbbVie’s expense, execute all papers and perform such acts as shall be reasonably required at BII’s expenserequired. If BII AbbVie elects (in a written communication submitted to Epizyme Harpoon within a reasonable amount of time after notice of the alleged Patent patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit suit, or proceeding, within such time periods so that Epizyme Harpoon is not prejudiced by any delays, Epizyme, in consultation with the Patent Liaisons, Harpoon may conduct and control the defense of any such claim, suit suit, or proceeding at its own expense. Each Party’s Patent Liaison Party shall keep the other Party’s Patent Liaison Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Each Party’s Patent Liaison [***] under this Section 7.4 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.be [***]

Infringement Claims by Third Parties. If the Developmentmanufacture, Manufacturesale, Commercialization or other Exploitation use of a Compound, Product Discovery Construct or Diagnostic Licensed Product in the Territory pursuant to this Agreement results in, or may result in, any claim, suit suit, or proceeding by a Third Party alleging Patent patent infringement by a Party AbbVie (or its Affiliates or Sublicensees), the Party (or its Patent Liaison) first having knowledge of such claim, suit or proceeding AbbVie shall promptly notify the other Party Harpoon thereof in writing. BII, in consultation with the Patent Liaisons, AbbVie shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit suit, or proceeding at its own expense, using counsel of its own choice. Epizyme Harpoon may participate in any such claim, suit suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if BII AbbVie finds it necessary or desirable to join Epizyme Harpoon as a party to any such action, Epizyme shall Harpoon shall, at AbbVie’s expense, execute all papers and perform such acts as shall be reasonably required at BII’s expenserequired. If BII AbbVie elects (in a written communication submitted to Epizyme Harpoon within a reasonable amount of time after notice of the alleged Patent patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit suit, or proceeding, within such time periods so that Epizyme Harpoon is not prejudiced by any delays, Epizyme, in consultation with the Patent Liaisons, Harpoon may conduct and control the defense of any such claim, suit suit, or proceeding at its own expense. Each Party’s Patent Liaison Party shall keep the other Party’s Patent Liaison Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Each Party’s Patent Liaison [***] under this Section 8.4 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.be [***]

Infringement Claims by Third Parties. If In the Developmentevent that a third party, Manufactureother than a Licensee, Commercialization asserts any claim or cause of action alleging that the Debiotech Pump System (i) infringes of a patent or copyright of another person, or (ii) unlawfully ****** - Material has been omitted and filed separately with the Commission. discloses or uses or misappropriates a trade secret or other Exploitation intellectual property right of a Compoundthird person, 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, Animas shall have the first rightright to assume control and direct the investigation, but not the obligation, to defend defense and control the defense settlement of any each 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 Animas shall keep the other Party’s Patent Liaison reasonably Debiotech fully informed of all material developments in connection with of the case, including any such claimcounterclaims made by Animas. Animas shall, suit or proceeding. Each Party’s Patent Liaison shall to the extent legally permissible and without waiving attorney client privilege, (a) provide the other Party’s Patent Liaison Debiotech with copies of all pleadings filed pleadings, discoveries and other relevant material (including discussion papers, submissions, opinions, technical evaluations, expert or witness statements and any other material contemplated to be used in such action the proceedings or otherwise relevant to the proceedings, whether in draft or final form), and (b) allow, except to allow the other Party’s Patent Liaison a reasonable opportunity extent it would prove impracticable, participation in defense strategy discussions; provided that, Debiotech shall agree to appropriate confidentiality undertakings. Debiotech and its agents, representatives and employees shall at all times have the right, at its own cost, to participate in the defense (and assume the defense if Animas does not act in good faith in defending the claim). The Parties shall fully cooperate with each other in connection with the defense of such claim, including by furnishing all available documentary or other evidence as is reasonably requested by the claimsother. Animas shall not, to the extent reasonably practicable, settle the claim or otherwise consent to an adverse judgment in such claim without the express written consent of Debiotech, which consent shall not be unreasonably withheld or delayed. In case either Party desires to submit a counterclaim in the event that Debiotech reasonably withholds its consent, whether such defensive actionconsent is requested before or after the settlement is reached, the provisions of Section 8.3 (Enforcement 10.3 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 counterclaimthis Agreement shall not apply.

Infringement Claims by Third Parties. If the Developmentmanufacture, Manufacturesale, Commercialization or other Exploitation use of a Compound, Product Discovery Construct or Diagnostic Licensed Product in the Territory pursuant to this Agreement results in, or may result in, any claim, suit suit, or proceeding by a Third Party alleging Patent patent infringement by a Party Genentech (or its Affiliates or Sublicensees), the Party (or its Patent Liaison) first having knowledge of such claim, suit or proceeding Genentech shall promptly notify the other Party BicycleTx thereof in writing. BII, in consultation with the Patent Liaisons, Genentech shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit suit, or proceeding at its own expense, using counsel of its own choice. Epizyme BicycleTx may participate in any such claim, suit suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if BII Genentech finds it necessary or desirable to join Epizyme BicycleTx as a party to any such action, Epizyme shall BicycleTx shall, at Genentech’s expense, execute all papers and perform such acts as shall be reasonably required at BII’s expenserequired. If BII Genentech elects (in a written communication submitted to Epizyme BicycleTx within a reasonable amount of time after notice of the alleged Patent patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit suit, or proceeding, within such time periods so that Epizyme BicycleTx is not prejudiced by any delays, Epizyme, in consultation with the Patent Liaisons, BicycleTx may conduct and control the defense of any such claim, suit suit, or proceeding at its own expense. Each Party’s Patent Liaison Party shall keep the other Party’s Patent Liaison Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Each Party’s Patent Liaison Any recoveries by Genentech of any sanctions awarded to Genentech and against a party asserting a claim being defended under this Section 9.6 shall provide the other Party’s Patent Liaison with copies be applied first to reimburse each Party for its reasonable out-of-pocket costs of all pleadings filed defending or participating in such action and to allow the other Party’s Patent Liaison claim, suit, or proceedings, on a reasonable opportunity to participate in the defense pro rata basis. The balance of the claims. In case either Party desires to submit a counterclaim in any 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 counterclaimshall be [***].

Infringement Claims by Third Parties. If the Developmentmanufacture, Manufacturesale, Commercialization or other Exploitation use of a Compound, Product Discovery T-Cell Receptor Construct or Diagnostic Licensed Product in the Territory pursuant to this Agreement results in, or may result in, any claim, suit suit, or proceeding by a Third Party alleging Patent patent infringement by a Party AbbVie (or its Affiliates or Sublicensees), the Party (or its Patent Liaison) first having knowledge of such claim, suit or proceeding AbbVie shall promptly notify the other Party Licensor thereof in writing. BII, in consultation with the Patent Liaisons, AbbVie shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit suit, or proceeding at its own expense, using counsel of its own choice. Epizyme Licensor may participate in any such claim, suit suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if BII AbbVie finds it necessary or desirable to join Epizyme Licensor as a party to any such action, Epizyme shall Licensor shall, at AbbVie’s expense, execute all papers and perform such acts as shall be reasonably required at BII’s expenserequired. If BII AbbVie elects (in a written communication submitted to Epizyme Licensor within a reasonable amount of time after notice of the alleged Patent patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit suit, or proceeding, within such time periods so that Epizyme Licensor is not prejudiced by any delays, Epizyme, in consultation with the Patent Liaisons, Licensor may conduct and control the defense of any such claim, suit suit, or proceeding at its own expense. Each Party’s Patent Liaison Party shall keep the other Party’s Patent Liaison Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Each Party’s Patent Liaison [***] under this Section 8.4 shall provide be [***] [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the other Party’s Patent Liaison with copies of all pleadings filed in such action Securities and Exchange Commission pursuant to allow the other Party’s Patent Liaison a reasonable opportunity to participate in the defense Rule 406 of the claims. In case either Party desires to submit a counterclaim in such defensive actionSecurities Act of 1933, 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 counterclaimamended.