Common use of Third Party Challenges Clause in Contracts

Third Party Challenges. If a POZEN Patent becomes the subject of any proceeding commenced by a Third Party in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, interference or other attack upon the validity, title or enforceability thereof, then GSK will have the primary right, but not the obligation, to control such defense at its sole cost. GSK will permit POZEN to participate in the proceeding to the extent permissible under law, and to be represented by its own counsel in such proceeding at its expense. If GSK elects not to defend against such action, it will notify POZEN thereof in writing without delay and not less than 30 days prior to any deadline for the initial response or other initial filing in any such proceeding, and POZEN will then have the right to assume defense of such Third Party action at its own expense. If POZEN controls such action, it will not enter into any settlement or other voluntary final disposition of a defense under this Section 8.5 relating to a POZEN Patent if the rights and privileges of GSK under this Agreement would be materially impaired thereby without the prior consent of GSK, such consent not to be unreasonably withheld or delayed. If GSK controls such action, it will not enter into any settlement or other voluntary final disposition of a defense under this Section 8.5 relating to a POZEN Patent without the prior written consent of POZEN, such consent not to be unreasonably withheld or delayed. The control of any enforcement proceeding brought in connection with a Third-Party challenge and the allocation of any recovery arising from such an enforcement action will be subject to Section 8.4(d).