Common use of Responsibility to Defend Clause in Contracts

Responsibility to Defend. During the Term of this Agreement, if a Third Party asserts that a Patent Right controlled by such Third Party is infringed, or will be infringed, by the Exploitation of a Licensed Product, then [**].

Responsibility to Defend. During If, during the Term of this the Agreement, if a Third Party asserts that a Patent Right or other right controlled by such Third Party is infringed, infringed or will be infringed, infringed in the Territory by the Exploitation exercise of a Licensed Productthe licenses granted under Article 2 (Licenses), then [***] will be solely responsible for defending against any such claim at its own expense using Commercially Reasonable Efforts and the counsel of its own choosing. [***]. [***] will not [***]. In addition, the Parties will reasonably assist each other and cooperate and share information with respect to such claim.