Common use of Third Party Litigation Clause in Contracts

Third Party Litigation. (a) In the event that a Third Party institutes a Patent, Trademark or other infringement suit (including any suit alleging the invalidity or unenforceability of the Patents of a Party or its Affiliates, or claiming confusion, deception or dilution of a Trademark by a Product Trademark) against either Party or its respective Affiliates, licensees or permitted sublicensees during the Term, alleging that the Exploitation of the Collaboration Products in the Territory or any other activities hereunder, infringes one or more Patent, Trademark or other intellectual property rights held by such Third Party (an "INFRINGEMENT SUIT"), the Parties shall cooperate with one another in defending such suit. (b) With respect to the Medarex Technology or the Northwest Technology, the Parties shall jointly direct and control any Infringement Suit with respect to Collaboration Products or any Collaboration Patents; provided, however, that no Party shall cease to defend, settle or otherwise dispose of a suit with respect to any intellectual property of the other Party without the prior written consent of such other Party. (c) Each Party shall have the sole right to direct and control (including the right to cease to defend, settle or compromise) any Infringement Suit with respect to its Technology. The Parties * of any costs and expenses of such defense, except with respect to the Medarex Technology or the Northwest Technology, where Northwest and Medarex, respectively, shall be responsible for * of those costs As Filed with the Securities and Exchange Commission on August 10, 2001. *INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Third Party Litigation. (a) In the event that a Third Party institutes a Patent, Trademark or other infringement suit (including any suit alleging the invalidity or unenforceability of the Patents of a Party or its Affiliates, or claiming confusion, deception or dilution of a Trademark by a Product Trademark) against either any Party or its respective Affiliates, licensees or permitted sublicensees during the Term, alleging that the Exploitation of the Collaboration Unilateral Products in the Territory or any other activities hereunder, infringes one or more Patent, Trademark or other intellectual property rights held by such Third Party (an "INFRINGEMENT SUIT"), the Parties shall cooperate with one another in defending such suit. (b) With respect to the Medarex Technology or the Northwest Technology, the Parties . deCODE shall jointly direct and control control, at its sole cost and expense, any Infringement Suit with respect to Collaboration the Unilateral Products or (excluding any Collaboration PatentsInfringement Suit with respect to the Mice-Related Technology as to which Medarex shall retain the exclusive right to direct and control); provided, however, that no Party deCODE shall not cease to defend, settle or otherwise dispose of a suit with respect to any intellectual property of the other Party Medarex or Genmab without the Medarex's or Genmab's, respectively, prior written consent of such other Party. (c) Each Party shall have the sole right to direct and control (including the right to cease to defend, settle or compromise) any Infringement Suit with consent. With respect to its Technology. The Parties * the Collaboration Patents, the Collaborators shall each bear fifty percent (50%) of any costs and expenses of such defense; provided, except with respect to the Medarex Technology or the Northwest TechnologyExploitation of Unilateral Products, where Northwest and Medarex, respectively, deCODE shall be responsible for * bear one hundred percent (100%) of those costs As Filed and expenses. With respect to the Joint Patents, the Collaborators shall each bear fifty percent (50%) of any costs and expenses of such defense; provided, with respect to the Securities Exploitation of Unilateral Products, deCODE shall bear one hundred percent (100%) of those costs and Exchange Commission on August 10, 2001. *INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONexpenses.

Third Party Litigation. (a) In the event that a Third Party institutes a Patent, Trademark or other infringement suit (including any suit alleging the invalidity or unenforceability of the Patents of a Party or its Affiliates, or claiming confusion, deception or dilution of a Trademark by a Product Trademark) against either any Party or its respective Affiliates, licensees or permitted sublicensees during the Term, alleging that the Exploitation of the Collaboration Products in the Territory or any other activities hereunder, infringes one or more Patent, Trademark or other intellectual property rights held by such Third Party (an "INFRINGEMENT SUIT"), the Parties shall cooperate with one another in defending such suit. (b) With . Except with respect to the Medarex Technology, Genmab Technology or the Northwest deCODE Technology, the Parties Collaborators shall jointly direct and control any Infringement Suit with respect to Collaboration Products or any Collaboration Patents; provided, however, that no Party shall cease to defend, settle or otherwise dispose of a suit with respect to any intellectual property of the other another Party without the prior written consent of such other Party. (c) . Each Party shall have the sole right to direct and control (including the right to cease to defend, settle or compromise) any Infringement Suit with respect to its Technology. The Parties * Collaborators shall each bear fifty percent (50%) of any costs and expenses of such defense, except with respect to the Medarex Technology, Genmab Technology or the Northwest deCODE Technology, where Northwest and Medarex, respectively, the Collaborators shall each be responsible for * fifty percent (50%) of those costs As Filed and expenses only with respect to (i) the Securities Exploitation of Collaboration Products and Exchange Commission on August 10the other activities of the Parties hereunder, 2001. *INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONand (ii) Collaboration Targets for which a legal opinion was obtained pursuant to Section 1.2.9.

Third Party Litigation. (a) In the event that a Third Party institutes a Patent, Trademark or other infringement suit (including any suit alleging the invalidity or unenforceability of the Patents of a Party or its Affiliates, or claiming confusion, deception or dilution of a Trademark by a Product Trademark) against either Party or its respective Affiliates, licensees or permitted sublicensees during the Term, alleging that the Exploitation of the Collaboration Products in the Territory or any other activities hereunder, infringes one or more Patent, Trademark or other intellectual property rights held by such Third Party (an "INFRINGEMENT SUIT"), the Parties shall cooperate with one another in defending such suit. (b) With respect to the Medarex Technology or the Northwest Technology, the Parties shall jointly direct and control any Infringement Suit with respect to Collaboration Products or any Collaboration Patents; provided, however, that no Party shall cease to defend, settle or otherwise dispose of a suit with respect to any intellectual property of the other Party without the prior written consent of such other Party. (c) Each Party shall have the sole right to direct and control (including the right to cease to defend, settle or compromise) any Infringement Suit with respect to its Technology. The Parties * shall each bear fifty percent (50%) of any costs and expenses of such defense, except with respect to the Medarex Technology or the Northwest Technology, where Northwest and Medarex, respectively, shall be responsible for * fifty percent (50%) of those costs As Filed and expenses only with respect to the Securities Exploitation of Collaboration Products and Exchange Commission on August 10, 2001. *INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONthe other activities of the Parties hereunder.

Third Party Litigation. (a) In If the event that manufacture, use, or sale of any Licensed Product, Niche Candidate, or Residual Product, or performance of any other activity conducted pursuant to this Agreement results in any claim, suit, or proceeding by a Third Party institutes a Patentalleging IPR infringement or misappropriation by either Party (the ”Defending Party”), Trademark or other infringement suit (including any suit alleging the invalidity or unenforceability of the Patents Defending Party’s Affiliates, Sub-licensees, or Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. Out-licensees, such Defending Party will within *** of a its discovery notify the other Party thereof in writing. The Defending Party (or its Affiliate, Sub-licensee, or Out-licensee) shall have the exclusive right to defend and control the defense of such claim, suit or proceeding at its own expense, using counsel of its own choice, provided that each Party shall in all events have exclusive control over the defense of any claim, suit, or proceeding, or any part thereof, that challenges any Patent or IPR that is subject to such Party’s exclusive enforcement rights under Section 9.12, and neither the other Party nor any of its Affiliates, Sub-licensees, or claiming confusionOut-licensees may, deception or dilution of a Trademark by a Product Trademark) against either Party or its respective Affiliateswithout such enforcing Party’s prior written consent, licensees or permitted sublicensees during the Term, alleging that the Exploitation of the Collaboration Products in the Territory or enter into any other activities hereunder, infringes one or more Patent, Trademark settlement or other intellectual property rights held by voluntary final disposition of such Third Party (an "INFRINGEMENT SUIT")claim, the Parties shall cooperate with one another suit or proceeding containing terms respecting such IPR or Patent and, in defending such suit. (b) With respect to the Medarex Technology or the Northwest Technologyparticular, the Parties shall jointly direct and control any Infringement Suit with respect to Collaboration Products or any Collaboration Patents; provided, howeverbut without limitation, that no admits or concedes that any claim or aspect of such Patent or IPR is invalid or unenforceable or requires any waiver or disclaimer thereof. Each Party will keep the other reasonably informed of all material developments in connection with any such claim, suit, or proceeding. The Defending Party shall cease to defend, settle or otherwise dispose of a suit with respect to any intellectual property of provide the other Party without with copies of all pleadings filed in the prior written consent action and allow the other Party reasonable opportunity to participate in the defense of such other Partythe claims. (c) Each Party shall have the sole right to direct and control (including the right to cease to defend, settle or compromise) any Infringement Suit with respect to its Technology. The Parties * of any costs and expenses of such defense, except with respect to the Medarex Technology or the Northwest Technology, where Northwest and Medarex, respectively, shall be responsible for * of those costs As Filed with the Securities and Exchange Commission on August 10, 2001. *INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.