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' Research to be conducted under this Agreement, Development of any R&D Candidate, Manufacture of Clinical Supplies or Collaboration Products and/or Commercialization of any Collaboration Product infringes or will infringe said Third Party's patent or misappropriates said Third Party's Know How, then upon the Sued Party's request and in connection with the Sued Party's defense of any such Third Party suit, the other Party shall provide reasonable assistance to the Sued Party for such defense and shall join such suit if deemed a necessary party. 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. The Sued Party shall not admit the invalidity of any Patent Rights within the CAT Patent Rights, the CAT Collaboration Patent Rights, the ELAN Collaboration Patent Rights, the ELAN Patent Rights and/or the Joint Collaboration Patent Rights, nor settle any such suit, without written consent of the other Party. The Parties shall equally share in the 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 License Fees which shall be paid pursuant to Section 5.3.5 or 7.1.10(d), as applicable.

Third Party Suit. If a Third Party sues a Party (the "Sued Party") alleging that the Sued Party's or the Sued Party's Sublicenseessublicensees' Research to be conducted Development, manufacture or Commercialization activities under this Agreement, Development of any R&D Candidate, Manufacture of Clinical Supplies or Collaboration Products and/or Commercialization of any Collaboration Product infringes Agreement infringe or will infringe said Third Party's patent or misappropriates patent, misappropriate said Third Party's Know Howtrade secret or violate a Third Party's trademark or other intellectual property, then upon the Sued Party's request and in connection with the Sued Party's defense of any such Third [ * ] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. Party suit, the other Party shall provide reasonable assistance to the Sued Party for such defense and shall join such suit if deemed a necessary party. 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. The Sued Party shall not admit the invalidity of any ICOS Patent Rights within the CAT or Biogen Patent Rights, the CAT Collaboration Patent Rights, the ELAN Collaboration Patent Rights, the ELAN Patent Rights and/or the Joint Collaboration Patent Rights, covering such activities nor settle any such suit, without written consent of the other Party, which consent shall not be unreasonably withheld. The Parties shall equally share in the reasonable litigation expenses, including settlement costs, royalties paid in settlement of any such suit, suit and the payment of any damages to the Third Party, other than Third Party License Fees which shall be paid pursuant to Section 5.3.5 4.6(d) or 7.1.10(d), as applicablepart of Reimbursable Commercial Costs under Section 6.2.