270 Legal [Sample Agreements]

8.5. Third Party Infringement Claims. If the making, sale, importation, or use of any Products pursuant to this Agreement results in a claim, suit or proceeding by a Third Party alleging patent infringement against MGI or Licensee (or their respective Affiliates) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. Subject to Article 12, the Party subject to such Infringement Action shall have the exclusive right to defend and control the defense thereof (including the conclusion of a potential settlement, but limited to the rights granted pursuant to this Agreement) using counsel of its own choice, and, also subject to Article 12, the Infringement Action shall be at such Party’s own expense; provided, however, that the Party not responsible under the foregoing for defending such Infringement Action may participate in the defense and/or settlement thereof at its own expense with counsel of its choice. The Party defending the Infringement Action agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action. Licensee agrees not to make admissions regarding infringement by the Products of any Patent Rights outside of the Licensed Patents, without obtaining the prior written consent of MGI. Nothing in this Section 8.5 shall be construed as limiting the obligations of indemnification under Article 12.
License Agreement