Common use of Third Party Suit Clause in Contracts

Third Party Suit. If a Third Party sues a Party (the “Sued Party”) alleging that the Sued Party’s or the Sued Party’s Sublicensees’ Development, Manufacture or Commercialization of the Collaboration Compound or Collaboration Product infringes or shall infringe said Third Party’s Patent Right(s) or misappropriates said Third Party’s trade secret, [**] to defend or settle such claim in its own name after consultation with ▇▇▇▇▇▇▇▇▇ and in connection with its defense of any such Third Party suit, ▇▇▇▇▇▇▇▇▇ shall provide reasonable assistance to AstraZeneca for such defense and shall join such suit if deemed a necessary party. AstraZeneca shall keep ▇▇▇▇▇▇▇▇▇, if ▇▇▇▇▇▇▇▇▇ has not joined in such suit, reasonably informed on a quarterly basis, in person or by telephone, prior to and during the pendency of any such suit. AstraZeneca shall not admit the invalidity of any patent within the ▇▇▇▇▇▇▇▇▇ Patent Rights, the AstraZeneca Patent Rights or the Joint Patent Rights, nor settle any such suit, without written consent of the other Party, such consent not to be unreasonably withheld or delayed. Subject to ▇▇▇▇▇▇▇▇▇’▇ indemnity obligations pursuant to Section 11.1, all litigation expenses, including settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party will be paid by AstraZeneca.

Third Party Suit. If a Third Party sues a Party (the “Sued Party”) alleging that the Sued Party’s or the Sued Party’s Sublicensees’ ’, Development, Manufacture or Commercialization of the any Collaboration Compound or Collaboration of the Product infringes or shall infringe said Third Party’s Patent Right(spatent right(s) or misappropriates said Third Party’s trade secret, [**] to defend or settle such claim in its own name after consultation with ▇▇▇▇▇▇▇▇▇ then upon the Sued Party’s request and in connection with its the Sued Party’s defense of any such Third Party suit, ▇▇▇▇▇▇▇▇▇ the other Party shall provide reasonable assistance to AstraZeneca the Sued Party for such defense and shall join such suit if deemed a necessary party. AstraZeneca The Sued Party shall keep ▇▇▇▇▇▇▇▇▇the other Party, if ▇▇▇▇▇▇▇▇▇ such other Party has not joined in such suit, reasonably informed on a quarterly basis, in person or by telephone, prior to and during the pendency of any such suit. AstraZeneca The Sued Party shall not admit the invalidity of any patent within the ▇▇▇▇▇▇▇▇▇ Microbia Patent Rights, the AstraZeneca Forest Patent Rights or the Joint Patent Rights, nor settle any such suit, without written consent of the other Party, such consent not to be unreasonably withheld or delayedwithheld. Subject to ▇▇▇▇▇▇▇▇▇’▇ the Parties’ respective indemnity obligations pursuant to Section 11.111.2 and 11.3, all litigation expenses, including settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party will be paid by AstraZenecaParty, [**].

Third Party Suit. If a Third Party sues a Party (the “"Sued Party”") alleging that the Sued Party’s 's or the Sued Party’s Sublicensees’ 's sublicensees' Development, Manufacture manufacture or Commercialization of the Collaboration Compound activities hereunder infringe or Collaboration Product infringes or shall will infringe said Third Party’s Patent Right(s) 's patent or misappropriates misappropriate said Third Party’s 's trade secretsecret or Third Party's trademark or other intellectual property, [**] to defend or settle such claim in its own name after consultation with ▇▇▇▇▇▇▇▇▇ then upon the Sued Party's request and in connection with its the Sued Party's defense of any such Third Party suit, ▇▇▇▇▇▇▇▇▇ the other Party shall provide reasonable assistance to AstraZeneca the Sued Party for such defense and shall join such suit if deemed a necessary party. AstraZeneca The Sued Party shall keep ▇▇▇▇▇▇▇▇▇the other Party, if ▇▇▇▇▇▇▇▇▇ such other Party has not joined in such suit, reasonably informed on a quarterly basis, in person or by telephone, prior to and during the pendency of any such suit. AstraZeneca The Sued Party shall not admit the invalidity of any patent within the ▇▇▇▇▇▇▇▇▇ Patent Rights, the AstraZeneca Patent Rights or the Joint Patent Rights, nor settle any such suit, without written consent of the other Party, such which consent shall not to be unreasonably withheld or delayedwithheld. Subject to ▇▇▇▇▇▇▇▇▇’▇ indemnity obligations pursuant to Section 11.1, all The Parties shall equally share in the reasonable litigation expenses, including settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party, other than Third Party will License Fees which shall be paid by AstraZenecapursuant to Section 4.6(e) or as part of Reimbursable Commercial Costs under Section 6.2.

Third Party Suit. If a Third Party sues a Party (the “Sued Party”) alleging that the Sued Party’s or the Sued Party’s Sublicensees’ Development, Manufacture or Commercialization of the Collaboration Compound or Collaboration Product infringes or shall infringe said Third Party’s Patent Right(s) or misappropriates said Third Party’s trade secret, [**] to defend or settle such claim in its own name after consultation with ▇▇▇▇▇▇▇▇▇ and in connection with its defense of any such Third Party suit, ▇▇▇▇▇▇▇▇▇ shall provide reasonable assistance to AstraZeneca for such defense and shall join such suit if deemed a necessary party. AstraZeneca shall keep ▇▇▇▇▇▇▇▇▇, if ▇▇▇▇▇▇▇▇▇ has not joined in such suit, reasonably informed on a quarterly basis, in person or by telephone, prior to and during the pendency of any such suit. AstraZeneca shall not admit the invalidity of any patent within the ▇▇▇▇▇▇▇▇▇ Patent Rights, the AstraZeneca Patent Rights or the Joint Patent Rights, nor settle any such suit, without written consent of the other Party, such consent not to be unreasonably withheld or delayed. Subject to ▇▇▇▇▇▇▇▇▇’▇ indemnity obligations pursuant to Section 11.1, all litigation expenses, including settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party will be paid by AstraZeneca. [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

Third Party Suit. If a Third Party sues a Party (the “Sued Party”) alleging that the Sued Party’s or the Sued Party’s Sublicensees’ ’, Development, Manufacture or Commercialization of the any Collaboration Compound or Collaboration of the Product infringes or shall infringe said Third Party’s Patent Right(spatent right(s) or misappropriates said Third Party’s trade secret, [**] to defend or settle such claim in its own name after consultation with ▇▇▇▇▇▇▇▇▇ then upon the Sued Party’s request and in connection with its the Sued Party’s defense of any such Third Party suit, ▇▇▇▇▇▇▇▇▇ the other Party shall provide reasonable assistance to AstraZeneca the Sued Party for such defense and shall join such suit if deemed a necessary party. AstraZeneca The Sued Party shall keep ▇▇▇▇▇▇▇▇▇the other Party, if ▇▇▇▇▇▇▇▇▇ such other Party has not joined in such suit, reasonably informed on a quarterly basis, in person or by telephone, prior to and during the pendency of any such suit. AstraZeneca The Sued Party shall not admit the invalidity of any patent within the ▇▇▇▇▇▇▇▇▇ Microbia Patent Rights, the AstraZeneca Forest Patent Rights or the Joint Patent Rights, nor settle any such suit, without written consent of the other Party, such consent not to be unreasonably withheld or delayedwithheld. Subject to ▇▇▇▇▇▇▇▇▇’▇ the Parties’ respective indemnity obligations pursuant to Section 11.111.2 and 11.3, all litigation expenses, including settlement costs, royalties paid in settlement of any such suit, and the payment of any damages to the Third Party will be paid by AstraZenecaParty, [***].