Common use of Infringement of Third Party Patents Clause in Contracts

Infringement of Third Party Patents. Each of the Parties shall promptly, but in any event no later than ten (10) days after receipt of notice thereof, notify the other Party in writing in the event of any claims by a Third Party of alleged patent infringement by Sobi or Auxilium or any of their respective Affiliates or sublicensees with respect to the research, development, manufacture, use, sale, offer for sale or importation of, as applicable, the Product, Bulk Product or Finished Product (each, an “Infringement Claim”). With respect to any Infringement Claim in the Field in the Territory, the Parties shall attempt to negotiate in good faith a resolution with respect thereto. If the Parties cannot settle such Infringement Claim with the appropriate Third Parties within thirty (30) days after the receipt of the notice pursuant to this Section 9.4.1, then the following shall apply: (a) In the case of any such claim against either Party with respect to the Product, Auxilium shall be deemed to be the “Controlling Party” for purposes of such Infringement Claim. Sobi shall reasonably assist Auxilium in its role as the Controlling Party. (b) The Controlling Party shall assume control of the defense of such Infringement Claim. The non-Controlling Party, upon request of the Controlling Party, agrees to join in any such litigation at the Controlling Party’s expense, and in any event to reasonably cooperate with the Controlling Party at the Controlling Party’s expense. The non-Controlling Party will have the right to consult with the Controlling Party concerning such Infringement Claim and to participate in and be represented by independent counsel in any litigation in which such non-Controlling Party is a party at its own expense. The Controlling Party shall have the exclusive right to settle any Infringement Claim without the consent of the other Party, unless such settlement shall have a material adverse impact on the other Party (in which case the consent of such other Party shall be required). For purposes of this Section 9.4.1(b), any settlement that would involve the waiver of rights (including the rights to receive payments) of such other Party shall be deemed a material adverse impact and shall require the consent of such other Party, such consent not to be unreasonably withheld. (c) If a Party shall become engaged in or participate in any suit described in this Section 9.4.1, the other Party shall cooperate, and shall cause its and its Affiliates’ employees to cooperate, with such Party in all reasonable respects in connection therewith, including giving testimony and producing documents lawfully requested, and using its reasonable efforts to make available to the other, at no cost to the other (other than reimbursement of actually incurred, reasonable out-of-pocket travel and lodging expenses), such employees who may be helpful with respect to such suit, investigation, claim or other proceeding.

Infringement of Third Party Patents. Each of the Parties shall promptly, but in any event no later than ten [***] (10[***]) days after receipt of notice thereof, notify the other Party in writing in the event of any claims by a Third Party of alleged patent infringement by Sobi Aimmune or Auxilium or any of their respective Affiliates or sublicensees the other Aimmune Agreement Entities with respect to the research, development, manufacture, use, sale, offer for sale or importation of, as applicable, of the Product, Bulk Product Antibody or Finished Product (each, an “Infringement Claim”). With respect to any Infringement Claim in the Field in the TerritoryClaim, the Parties shall attempt to negotiate in good faith a resolution with respect thereto. If the Parties cannot settle such Infringement Claim with the appropriate Third Parties within thirty [***] (30[***]) days after the receipt of the notice pursuant to this Section 9.4.1, then the following shall apply: (a) In the case of any such claim against either Party Aimmune alone or against both Aimmune and Xencor, in each case, with respect to the Antibody or Product, Auxilium then Aimmune shall be deemed to be the “Controlling Party” for purposes of such Infringement Claim. Sobi In the case of any claim against Xencor alone, then Xencor shall reasonably assist Auxilium in its role as be deemed to be the “Controlling Party” for purposes of such Infringement Claim. (b) The Controlling Party shall assume control of the defense of such Infringement Claim. The non-Controlling Party, upon request of the Controlling Party, agrees to join in any such litigation at the Controlling Party’s expenselitigation, and in any event to reasonably cooperate with the Controlling Party Party, in each case, at the Controlling Party’s [***] expense. The non-Controlling Party will have the right to consult with the Controlling Party concerning such Infringement Claim and to participate in and be represented by independent counsel in any litigation in which such non-Controlling Party is a party at its own expense. The Controlling Party shall have the exclusive right to settle any Infringement Claim without the consent of the other Party, unless such settlement shall would have a material adverse impact on the other Party (in which case the consent of such other Party shall be required). For purposes of this Section 9.4.1(b), any settlement that would involve the waiver of rights (including the rights to receive payments) of such other Party shall be deemed a material adverse impact and shall require the consent of such other Party, such consent not to be unreasonably withheld. (c) If a Party shall become engaged in or participate in any suit described in this Section 9.4.1, the other Party shall cooperate, and shall cause its and its Affiliates’ employees to cooperate, with such Party in all reasonable respects in connection therewith, including giving testimony and producing documents lawfully requested, and using its reasonable efforts to make available to the other, at no cost to the other (other than reimbursement of actually incurred, reasonable out-of-pocket travel and lodging expenses), such employees who may be helpful with respect to such suit, investigation, claim or other proceeding.

Infringement of Third Party Patents. Each of the Parties shall promptly, but in any event no later than ten thirty (1030) days after receipt of notice thereof, notify the other Party in writing in the event of any claims by a Third Party of alleged patent infringement by Sobi Kaken or Auxilium Brickell or any of their respective Affiliates or sublicensees with respect to the , research, development, manufacture, use, sale, offer for sale or importation of, as applicable, the Product, Bulk Product or Finished of a Product (each, an “Infringement Claim”). [***]. With respect to any Infringement Claim in the Field in the Territory, the Parties shall attempt to negotiate in good faith a resolution with respect thereto. If the Parties cannot settle such Infringement Claim with the appropriate Third Parties within thirty (30) days after the receipt of the notice pursuant to this Section 9.4.1, then the following shall apply: (a) In the case of any such claim against either Party Kaken alone or against both Kaken and Brickell, in each case, with respect to the ProductProduct in the Field in the Territory, Auxilium then Kaken shall be deemed to be the “Controlling Party” for purposes of such Infringement Claim. Sobi In the case of any claim against (i) Brickell alone, or (ii) with respect to the Product outside the Territory or outside the Field, then Brickell shall be deemed to be the “Controlling Party” for purposes of such Infringement Claim. In the event of worldwide litigation (such that related cases and/or claims are being pursued both inside and outside the Territory), each Party shall reasonably assist Auxilium the other in its role as the Controlling PartyParty in its respective territory. (b) The Controlling Party shall assume control of the defense of such Infringement Claim. The non-Controlling Party, upon request of the Controlling Party, agrees to join in any such litigation at the Controlling Party’s expenselitigation, and in any event to reasonably cooperate with the Controlling Party Party, in each case, at the Controlling Party’s expense. The non-Controlling Party will have the right to consult with the Controlling Party concerning such Infringement Claim and to participate in and be represented by independent counsel in any litigation in which such non-Controlling Party is a party at its own expense. The Controlling Party shall have the exclusive right to settle any Infringement Claim without the consent of the other Party, unless such settlement shall have a material adverse impact on the other Party (in which case the consent of such other Party shall be required). For purposes of this Section 9.4.1(b), any settlement that would involve the waiver of rights (including the rights to receive payments) of such other Party shall be deemed a material adverse impact and shall require the consent of such other Party, such consent not to be unreasonably withheld. (c) If a Party shall become engaged in or participate in any suit described in this Section 9.4.1, the other Party shall cooperate, and shall cause its and its Affiliates’ employees to cooperate, with such Party in all reasonable respects in connection therewith, including giving testimony and producing documents lawfully requested, and using its reasonable efforts to make available to the other, at no cost to the other (other than reimbursement of actually incurred, reasonable out-of-pocket travel and lodging expenses), such employees who may be helpful with respect to such suit, investigation, claim or other proceeding.

Infringement of Third Party Patents. Each of the Parties shall promptly, but in any event no later than ten (10) days after receipt of notice thereof, notify the other Party in writing in the event of any claims by a Third Party of alleged patent infringement by Sobi Actelion or Auxilium or any of their respective Affiliates or sublicensees with respect to the research, development, manufacture, use, sale, offer for sale or importation of, as applicable, the Product, Bulk Product or Finished Product (each, an “Infringement Claim”). With respect to any Infringement Claim in the Field in the Territory, the Parties shall attempt to negotiate in good faith a resolution with respect thereto. If the Parties cannot settle such Infringement Claim with the appropriate Third Parties within thirty (30) days after the receipt of the notice pursuant to this Section 9.4.1, then the following shall apply: (a) In the case of any such claim against either Party Actelion alone or against both Actelion and Auxilium, in each case, with respect to the Product in the Field in the Territory, then Actelion shall be deemed to be the “Controlling Party” for purposes of such Infringement Claim. In the case of any claim against (i) Auxilium alone, or (ii) with respect to the Product, Bulk Product or Finished Product outside the Territory or outside the Field, then Auxilium shall be deemed to be the “Controlling Party” for purposes of such Infringement Claim. Sobi In the event of worldwide litigation (such that related cases and/or claims are being pursued both inside and outside of the Territory), each Party shall reasonably assist Auxilium the other in its role as the Controlling PartyParty in its respective territory. (b) The Controlling Party shall assume control of the defense of such Infringement Claim. The non-Controlling Party, upon request of the Controlling Party, agrees to join in any such litigation at the Controlling Party’s expense, and in any event to reasonably cooperate with the Controlling Party at the Controlling Party’s expense. The non-Controlling Party will have the right to consult with the Controlling Party concerning such Infringement Claim and to participate in and be represented by independent counsel in any litigation in which such non-Controlling Party is a party at its own expense. The Controlling Party shall have the exclusive right to settle any Infringement Claim without the consent of the other Party, unless such settlement shall have a material adverse impact on the other Party (in which case the consent of such other Party shall be required). For purposes of this Section 9.4.1(b), any settlement that would involve the waiver of rights (including the rights to receive payments) of such other Party shall be deemed a material adverse impact and shall require the consent of such other Party, such consent not to be unreasonably withheld. (c) If a Party shall become engaged in or participate in any suit described in this Section 9.4.1, the other Party shall cooperate, and shall cause its and its Affiliates’ employees to cooperate, with such Party in all reasonable respects in connection therewith, including giving testimony and producing documents lawfully requested, and using its reasonable efforts to make available to the other, at no cost to the other (other than reimbursement of actually incurred, reasonable out-of-pocket travel and lodging expenses), such employees who may be helpful with respect to such suit, investigation, claim or other proceeding.

Infringement of Third Party Patents. Each of the Parties shall promptly, but in any event no later than ten (10) days Business Days after receipt of notice thereof, notify the other Party in writing in the event of any claims by a Third Party of alleged patent infringement by Sobi Licensee or Auxilium Amarin or any of their respective Affiliates or sublicensees (in the case of Amarin) or Sublicensees (in the case of Licensee) with respect to the research, development, manufacture, use, sale, offer for sale or importation of, as applicable, of the Product, Bulk Product or Finished Product in the Territory (each, an “Infringement Claim”). With respect to any Infringement Claim in the Field in Territory for the TerritoryField, the Parties shall attempt to negotiate in good faith a resolution with respect thereto. If the Parties cannot settle such Infringement Claim with the appropriate Third Parties within thirty (30) days after the receipt of the notice pursuant to this Section 9.4.1, then the following shall apply: (a) In the case of any such claim against either Party with Infringement Claim, in respect to the Productof [***], Auxilium then [***] shall be deemed to be the “Controlling Party” for purposes of such Infringement Claim, [***]. Sobi In the case of any Infringement Claim, in respect of [***], then [***] shall be deemed to be the “Controlling Party” for purposes of such Infringement Claim, [***]. Each Party shall reasonably assist Auxilium the other in its role as the Controlling Party. (b) The Controlling Party shall assume control of the defense of such Infringement Claim. The non-Controlling Party, upon request of the Controlling Party, agrees to join in any such litigation at the Controlling Party’s expense, and in any event to reasonably cooperate with the Controlling Party at the Controlling Party’s expense. The non-Controlling Party will have the right to consult with the Controlling Party concerning such Infringement Claim and to participate in and be represented by independent counsel in any litigation in which such non-Controlling Party is a party at its own expense. The Controlling Party shall have the exclusive right to settle any Infringement Claim without the consent of the other Party, unless (i) such settlement shall have a material adverse impact on the other Party (in which case the consent of such other Party shall be requiredrequired to settle the Infringement Claim); or (ii) such settlement may, in Amarin’s sole discretion, adversely impact Amarin’s global intellectual property interests, in which case Amarin shall have the right to settle such Infringement Claim. For purposes of this Section 9.4.1(b), any settlement that would involve the waiver of rights (including the rights to receive payments) of such other Party shall be deemed a material adverse impact and shall require the consent of such other Party, such consent not to be unreasonably withheld, conditioned or delayed. (c) If a Party shall become engaged in or participate in any suit described in this Section 9.4.1, the other Party shall cooperate, and shall cause its and its Affiliates’ employees to cooperate, with such Party in all reasonable respects in connection therewith, including giving testimony and producing documents lawfully requested, and using its reasonable efforts to make available to the other, at no cost to . The Controlling Party will reimburse the other (other than reimbursement of actually incurred, reasonable out-of-pocket travel Party and lodging expenses), such its employees who may be helpful with respect to such suit, investigation, claim or other proceedingproceeding for their time in complying with such cooperation and for actually incurred, reasonable Out-of-Pocket Costs associated with travel and lodging, and work disruption.

Infringement of Third Party Patents. Each of the Parties shall promptly, but in any event no later than ten (10) [***] days after receipt of notice thereof, notify the other Party in writing in the event of any claims by a Third Party of alleged patent infringement by Sobi AKP or Auxilium VectivBio or any of their respective Affiliates or sublicensees Sublicensees (in the case of AKP) or VectivBio Product Sublicensees (in the case of VectivBio) with respect to the research, development, manufacture, use, sale, offer for sale or importation of, as applicable, the Product, Bulk Product or Finished of a Product (each, an “Infringement Claim”). With respect to any Infringement Claim in the Field in the Territory, the Parties VectivBio shall attempt to negotiate in good faith a resolution with respect thereto. If the Parties cannot settle such Infringement Claim with the appropriate Third Parties within thirty (30) days after the receipt of the notice pursuant to this Section 9.4.1assume, then the following shall apply: (a) In the case of any such claim against either Party with respect to the Productat its own cost, Auxilium shall be deemed to be the “Controlling Party” for purposes of such Infringement Claim. Sobi shall reasonably assist Auxilium in its role as the Controlling Party. (b) The Controlling Party shall assume control of the defense of any Infringement Claim relating to the composition of matter of, or method of using, the Compound, or preparation, formulation, dual chamber syringe, kit or manufacturing process of such Compound or the Product (including Infringement ClaimClaim regarding Manufacturing of, and supply to AKP of, the Compound and the Product by or on behalf of VectivBio or its Affiliates for Development Activities, the Medical Affairs Activities or commercial sale in the Territory), and AKP shall assume, at its own cost, control of the defense of any other Infringement Claim regarding Development or Commercialization Activities conducted by AKP hereunder. The non-Controlling controlling Party, upon request of the Controlling controlling Party, agrees to join in any such litigation at the Controlling controlling Party’s expense, and in any event agrees to reasonably cooperate with the Controlling Party at the Controlling controlling Party’s expense. The non-Controlling controlling Party will have the right to consult with the Controlling controlling Party concerning such Infringement Claim and to participate in and be represented by independent counsel in any litigation in which such non-Controlling Party is a party at its own expense. The Controlling controlling Party shall have the exclusive right to settle any Infringement Claim without the consent of the other non-controlling Party, unless such settlement shall have a material adverse impact on the other non-controlling Party (in which case the consent of such other the non-controlling Party shall be required). For purposes of this Section 9.4.1(b)10.4.1, any settlement that would involve the waiver of rights (including the rights to receive payments) of such other the non-controlling Party shall be be deemed a material adverse impact and shall require the consent of such other the non-controlling Party, such consent not to be unreasonably withheldwithheld or delayed. (c) If a Party shall become engaged in or participate in any suit described in this Section 9.4.1, the other Party shall cooperate, and shall cause its and its Affiliates’ employees to cooperate, with such Party in all reasonable respects in connection therewith, including giving testimony and producing documents lawfully requested, and using its reasonable efforts to make available to the other, at no cost to the other (other than reimbursement of actually incurred, reasonable out-of-pocket travel and lodging expenses), such employees who may be helpful with respect to such suit, investigation, claim or other proceeding.

Infringement of Third Party Patents. Each of the Parties shall promptly, but in any event no later than ten (10) days after receipt of notice thereof, notify the other Party in writing in the event of any claims by a Third Party of alleged patent infringement by Sobi Asahi or Auxilium or any of their respective Affiliates or or, solely with respect to Auxilium, its sublicensees with respect to the research, development, manufacture, use, sale, offer for sale or importation of, as applicable, the Product, Bulk Product or Finished of a Product (each, an “Infringement Claim”). With respect to any Infringement Claim in the Field in the Territory, the Parties shall attempt to negotiate in good faith a resolution with respect thereto. If the Parties cannot settle such Infringement Claim with the appropriate Third Parties within thirty (30) days after the receipt of the notice pursuant to this Section 9.4.1, then the following shall apply: (a) In the case of any such claim Infringement Claim against either Party Asahi alone or against both Asahi and Auxilium, in each case, with respect to the ProductProduct in the Field in the Territory, then Asahi shall be deemed to be the “Controlling Party” for purposes of such Infringement Claim. In the case of any Infringement Claim against (i) Auxilium alone, or (ii) with respect to the Product outside the Territory or outside the Field, then Auxilium shall be deemed to be the “Controlling Party” for purposes of such Infringement Claim. Sobi In the event of worldwide litigation (such that related cases and/or claims are being pursued both inside and outside of the Territory), each Party shall reasonably assist Auxilium the other in its role as the Controlling PartyParty in its respective territory. (b) The Controlling Party shall assume control of the defense of such Infringement Claim. The non-Controlling Party, upon request of the Controlling Party, agrees to join in any such litigation at the Controlling Party’s expense, and in any event to reasonably cooperate with the Controlling Party at the Controlling Party’s expense. The non-Controlling Party will have the right to consult with the Controlling Party concerning such Infringement Claim and to participate in and be represented by independent counsel in any litigation in which such non-Controlling Party is a party at its own expense. The Controlling Party shall have the exclusive right to settle any Infringement Claim without the consent of the other Party, unless such settlement shall have a material adverse impact on the other Party (in which case the consent of such other Party shall be required). For purposes of this Section 9.4.1(b), any settlement that would involve the waiver of rights (including the rights to receive payments) of such other Party shall be deemed a material adverse impact and shall require the consent of such other Party, such consent not to be unreasonably withheld. (c) If a Party shall become engaged in or participate in any suit described in this Section 9.4.1, the other Party shall cooperate, and shall cause its and its Affiliates’ employees to cooperate, with such Party in all reasonable respects in connection therewith, including giving testimony and producing documents lawfully requested, and using its reasonable efforts to make available to the other, at no cost to the other (other than reimbursement of actually incurred, reasonable out-of-pocket travel and lodging expenses), such employees who may be helpful with respect to such suit, investigation, claim or other proceeding.

Infringement of Third Party Patents. Each of the Parties Immunomedics and Licensee shall each promptly, but in any event no later than ten (10) days *** after receipt of notice thereofof such action, notify the other Party in writing in the event of any claims by a Third Party of alleged patent infringement by Sobi or Auxilium if either Party, or any of their respective Affiliates or sublicensees with respect to sublicensees, shall be individually named as a defendant in a legal proceeding by a Third Party alleging infringement of a patent or other intellectual property right of such Third Party as a result of the researchDevelopment, developmentManufacture, manufacture, use, sale, offer use or Commercialization of the Product hereunder for sale or importation of, as applicable, in the Product, Bulk Product or Finished Product Field in the Territory (each, an “Infringement Claim”). With respect to any Infringement Claim in the Field in the TerritoryClaim, the Parties shall attempt to negotiate in good faith a resolution with respect thereto. If the Parties cannot settle such Infringement Claim with the appropriate Third Parties (to the reasonable satisfaction of each of the Parties hereunder) within thirty (30) days *** after the receipt of the notice pursuant to this Section 9.4.1of such action, then the following shall applyapplies: (a) In the case of any event that such claim Infringement Claim is brought against either Party Licensee with respect to the ProductProduct in the Field, Auxilium then Licensee (or its designee) shall be deemed to be the “Controlling Party” for purposes of such Infringement Claim. Sobi In the event that such Infringement Claim is brought against Immunomedics in respect of the Product in the Oncology Field, then Immunomedics (or its designee) shall reasonably assist Auxilium in its role as be deemed to be the “Controlling Party. (b) ”. The Controlling Party shall assume sole control of the defense of such Infringement Claim. The non-Controlling Party, upon request of the Controlling Party, agrees to join in any such litigation at the Controlling Party’s expense, and in any event to reasonably cooperate with the Controlling Party at the Controlling Party’s expense. The non-Controlling Party will have the right to consult with the Controlling Party concerning such Infringement Claim and to participate in and be represented by independent counsel in any litigation in which such non-Controlling Party is a party at its own sole cost and expense. The Controlling Party shall will have the exclusive right to settle any Infringement Claim without the consent of the other Party, unless such settlement shall have a material adverse impact on the intellectual property of the other Party (in which case the consent of such other Party shall be required)Party. For purposes of this Section 9.4.1(b)Section, any settlement that would involve the waiver of rights (including the rights to receive payments) of such other Party shall be deemed a material adverse impact and shall require the consent of such other Party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the non-Controlling Party shall have the right to be represented by its own counsel at its own expense. (cb) If a Party shall become engaged in or participate in any suit described in this Section 9.4.110.5.1(a), the other Party shall cooperate, and shall cause its and its Affiliates’ employees to cooperate, with such Party in all reasonable respects in connection therewith, including giving testimony and producing documents lawfully requested, and using its reasonable efforts to make available to the other, at no cost to the other (other than reimbursement of actually incurred, reasonable out-of-pocket travel and lodging expenses)other, such employees who may be helpful with respect to such suit, investigation, claim claim, interference or other proceeding.