Common use of Alleged Infringement of Third Person Patents Clause in Contracts

Alleged Infringement of Third Person Patents. (a) If a claim or lawsuit is brought against Licensee alleging infringement of any patent or infringement or dilution of any trademark owned by a Third Person arising from Licensee's use, sale, offer for sale, or importing of the Licensed Product or any improved Product or use of Proprietary Rights, Licensee shall provide to Cellegy all information in Licensee's possession regarding such claim or lawsuit. Within a reasonable time after receiving notice of such claim or lawsuit, but in any event within forty five (45) days after receiving such notice, Cellegy shall advise Licensee of Cellegy's decision as to what action it plans to take to dispose of such claim or defend such lawsuit. (b) Cellegy shall defend, indemnify and hold Licensee harmless against any judgment, damage, liability, loss, cost or other, expense (including reasonable legal fees) resulting from any claim or lawsuit which relates to or arises out of the alleged infringement by Licensee of any patent owned by a Third Person to the extent that the alleged infringement relates to actions covered by the Exclusive License granted to Licensee. (c) If Cellegy elects not to dispose of such claim or defend such lawsuit, Licensee may defend the claim or lawsuit. For purposes of Licensee's conduct of the disposition or defense, Cellegy shall furnish to Licensee such reasonable assistance as Licensee may need and from time to time reasonable request. If Licensee takes on the disposition of a claim or defense of a lawsuit for which Cellegy is obligated to indemnify Licensee pursuant to this Article, then the payments for such Licensed Product in such country, which would otherwise be payable to Cellegy hereunder, shall be reduced by 50% during the pendency of such lawsuit or any appeal taken from it, provided that such reduction shall not occur in the event that, in the opinion of Cellegy's counsel, the defense of such claim is unwarranted. Upon final resolution of the above-described claim, lawsuit and/or appeal, Licensee shall resume paying Cellegy any royalties or license payments payable hereunder, but in no event shall Licensee be liable for back royalties otherwise reduced hereunder during the suit. (d) If Licensee becomes obligated to pay royalties to any Third Person, in order to make, have made, or sell the Licensed Product in the Territory, said royalties shall be creditable against royalties otherwise payable to Cellegy hereunder; provided, that no such credit shall be allowed with respect to any royalty paid for the use of any technology, method, process, device, or equipment in connection with manufacturing, packaging or any container or delivery system, or the use of any trademark, that was developed by Licensee, any Affiliate of Licensee or any sublicensee, or obtained from a Third Person.

Alleged Infringement of Third Person Patents. (ai) If a claim or lawsuit is brought against Licensee Abbott alleging infringement infxxxxxxent of any patent or infringement or dilution of any trademark owned by a Third Person arising from LicenseeAbbott's usemanufacture, saleuse xxxx, offer for sale, or importing of the Licensed Product or any improved Improved Product or use of Proprietary Rights, Licensee Abbott shall promptly give wxxxxxx notice to Licensor of such claim or lawsuit and provide to Cellegy Licensor all information in LicenseeAbbott's possession regarding such regardxxx xxxh claim or lawsuit. Within a reasonable time after receiving notice of such claim or lawsuit, but in any event within forty five sixty (4560) days after receiving such notice, Cellegy Licensor shall advise Licensee Abbott of CellegyLicensor's decision as to decisiox xx xo what action it plans to take to dispose of such claim or defend such lawsuit. (bii) Cellegy Licensor shall defend, indemnify and hold Licensee Abbott harmless against any agaxxxx xny judgment, damage, liability, loss, cost or other, other expense (including reasonable legal fees) resulting from any claim or lawsuit which relates to or arises out of the alleged infringement by Licensee Abbott of any patent owned by a Third xx x Xhird Person to the extent that the alleged infringement relates to actions covered by the Exclusive License granted to LicenseeAbbott; provided that, Abbxxx xxall promptly give notice to Licensor of any such claim or lawsuit, shall provide to Licensor all information in Abbott's possession regardinx xxxx xlaim or lawsuit, and shall provide Licensor such reasonable assistance as Licensor may, from time to time, reasonably request; provided, that Licensor shall have no obligation to indemnify or defend Abbott against any xxxxx or lawsuit pertaining to Abbott's use of any technoxxxx, method, process, device, or equipment in connection with manufacturing or packaging that was developed by Abbott or obtained by Abbott xxxx a Third Xxxxxn. Furthermore, if Licensor notifies Abbott to discontinue xxxufacturing and/or selling any product because of a potential infringement, then any liability for such infringement following such notice shall be solely for Abbott's account and shaxx xxx be indemnified by Licensor. Net sales of any product after date of such notification will not be included in any calculations of payments due Licensor. Licensor, at its option and expense, may dispose of such claim or may conduct the defense of such lawsuit. Licensor's liability to Abbott for indemnification xxxx xespect to any and all infringement claims or lawsuits shall not exceed the aggregate amount of all license fees and royalties previously paid to Licensor by Abbott. (cxxx) If Cellegy Licensor disposes of a claim or conducts the defense of a lawsuit for which it is obligated to indemnify Abbott pursuant to Xxxxxxe 12 (b)(ii) without directing Abbott to discontinue xxxufacture or sale of product, there shall be no abatement of the applicable royalties payable for such Product or Improved Product in the country where such claim or lawsuit is brought during the pendency of such disposition or lawsuit or any appeal taken from it. If Licensor elects not to dispose of such claim or defend such lawsuit, Licensee Abbott may defend the claim txx xxxim or lawsuit. For purposes of LicenseeAbbott's conduct of the disposition xxsposition or defense, Cellegy Licensor shall furnish to Licensee Abbott such reasonable reasonxxxx assistance as Licensee Abbott may need and from time xxxx to time reasonable reasonably request. If Licensee Abbott takes on the disposition of disposixxxx xf a claim or defense of a lawsuit for which Cellegy Licensor is obligated to indemnify Licensee Abbott pursuant to this ArticleArticlx 00(b)(ii), then the payments for such Licensed Product in such country, which would otherwise be payable to Cellegy Licensor hereunder, shall be reduced by 50% during the pendency of such lawsuit or any appeal taken from it, provided that such reduction shall not occur in the event that, in the opinion of Cellegy's counsel, the defense of such claim is unwarranted. Upon final resolution of the above-above described claim, lawsuit and/or appeal, Licensee Abbott shall resume paying Cellegy Licensor any royalties or license payments payable hereunder, but in no event shall Licensee Abbott be liable for back royalties otherwise reduced hereunder during the suitrxxxxxxes or license payments hereunder. (div) If Licensee Abbott becomes obligated to pay xx xxx royalties to any Third Person, in order to make, have made, or sell the Licensed Product in the Territory, said royalties shall be creditable against royalties otherwise payable to Cellegy Licensor hereunder; provided, that no such credit shall be allowed with respect to any royalty paid for the use of any technology, method, process, device, or equipment in connection with manufacturing, packaging or any container or delivery system, or the use of any trademark, that was developed by LicenseeAbbott, any Affiliate of Licensee or any sublicensee, sublicensee or obtained from a Third Person.

Alleged Infringement of Third Person Patents. (ai) If a claim or lawsuit is brought against Licensee Horus alleging infringement of any patent or infringement or dilution of any trademark owned by a Third Person arising from LicenseeHorus's manufacture, use, sale, offer for sale, or importing importation of the Licensed Product or any improved Product Improved Product, Horus shall promptly give written notice to Licensor of such claim or use of Proprietary Rights, Licensee shall lawsuit and provide to Cellegy Licensor all information in LicenseeHorus's possession regarding such claim or lawsuit. Within a reasonable time after receiving notice of such claim or lawsuit, but in any event within forty five sixty (4560 ) days after receiving such notice, Cellegy Licensor shall advise Licensee Horus of CellegyLicensor's decision as to what action it plans to take to dispose of such claim or defend such lawsuit. (bii) Cellegy Licensor shall defend, indemnify and hold Licensee Horus harmless against any judgment, damage, liability, loss, cost or other, other expense (including reasonable legal fees) resulting from any claim or lawsuit which relates to or arises out of the alleged infringement by Licensee Horus of any patent owned by a Third Person to the extent that the alleged infringement relates to actions covered by the Exclusive License granted to LicenseeHorus; provided that, Horus shall promptly give notice to Licensor of any such claim or lawsuit, shall provide to Licensor all information in Horus's possession regarding such claim or lawsuit, and shall provide Licensor such reasonable assistance as Licensor may, from time to time, reasonably request; and provided, further, that Licensor shall have no obligation to indemnify or defend Horus against any claim or lawsuit pertaining to Horus's use of any technology, method, process, device, or equipment in connection with manufacturing or packaging that was developed by Horus or obtained by Horus from a Third Person. Furthermore, if Licensor notifies Horus to discontinue manufacturing and/or selling any product because of a potential infringement, then any liability for such infringement following such notice shall be solely for Horus's account and shall not be indemnified by Licensor. Licensor, at its option and expense, may dispose of such claim or may conduct the defense of such lawsuit. Licensor's liability to Horus for indemnification with respect to any and all infringement claims or lawsuits shall not exceed the aggregate amount of all royalties previously paid to Licensor by Horus on sales of the Product that gave rise to such claims and lawsuits in the country or countries in which such claims and lawsuits arose. (ciii) If Cellegy Licensor disposes of a claim or conducts the defense of a lawsuit for which it is obligated to indemnify Horus pursuant to Article 11(b)(ii), there shall be no abatement of the applicable royalties payable for such Product or Improved Product in the country where such claim or lawsuit is brought during the pendency of such disposition or lawsuit or any appeal taken from it. If Licensor elects not to dispose of such claim or defend such lawsuit, Licensee Horus may defend the claim or lawsuit, and the royalties payable to Licensor with respect to Net Sales in the country in which such claim or lawsuit is pending shall be reduced by 50% of the royalty otherwise payable; provided that (A) the reduction in the royalty shall apply only if Licensor had legal standing to dispose of the claim or defend the lawsuit in that country, and (B) upon final resolution of the claim or lawsuit, Horus shall resume paying Licensor the full royalty due in such country. For purposes of LicenseeHorus's conduct of the disposition or defense, Cellegy Licensor shall furnish to Licensee Horus such reasonable assistance as Licensee Horus may need and from time to time reasonable reasonably request. If Licensee takes on the disposition of a claim or defense of a lawsuit for which Cellegy is obligated to indemnify Licensee pursuant to this Article, then the payments for such Licensed Product in such country, which would otherwise be payable to Cellegy hereunder, shall be reduced by 50% during the pendency of such lawsuit or any appeal taken from it, provided that such reduction shall not occur in the event that, in the opinion of Cellegy's counsel, the defense of such claim is unwarranted. Upon final resolution of the above-described claim, lawsuit and/or appeal, Licensee shall resume paying Cellegy any royalties or license payments payable hereunder, but in no event shall Licensee be liable for back royalties otherwise reduced hereunder during the suit. (div) If Licensee Horus becomes obligated to pay royalties to any Third Person, in order to makemanufacture, have mademanufactured, sell, have sold, use, have used, or sell import the Licensed Product in the Territory, said royalties shall be creditable against the royalties otherwise payable to Cellegy Licensor hereunder; provided, however, that such credit shall not exceed 50% of the royalties otherwise payable to Licensor hereunder; and provided, further that no such credit shall be allowed with respect to any royalty paid for the use of any technology, method, process, device, or equipment in connection with manufacturing, packaging or any container or delivery system, or the use of any trademark, that was developed by LicenseeHorus, any Affiliate of Licensee its Affiliates, or any sublicenseeof its sublicensees, or obtained from a Third Person.

Alleged Infringement of Third Person Patents. (ai) If a claim or lawsuit is brought against Licensee CJ alleging infringement of any patent or infringement or dilution of any trademark owned by a Third Person arising from LicenseeCJ's useuse of Licensed Patents, sale, offer for saleLicensed Trademarks, or importing licensed Proprietary Rights in the manufacture, marketing, or sale of a Product in the Licensed Product Territory, CJ shall promptly give written notice to Licensor of such claim or any improved Product or use of Proprietary Rights, Licensee shall lawsuit and provide to Cellegy Licensor all information in LicenseeCJ's possession regarding such claim or lawsuit. Within a reasonable time after receiving notice of such claim or lawsuit, but in any event within forty five ninety (4590) days after receiving such notice, Cellegy Licensor shall advise Licensee CJ of CellegyLicensor's decision as to what action it plans to take to dispose of such claim or defend such lawsuit. (bii) Cellegy Licensor shall defend, indemnify and hold Licensee CJ harmless against any judgment, damage, liability, loss, cost or other, other expense (including reasonable legal fees) resulting from any claim or lawsuit which relates to or arises out of the alleged infringement by Licensee CJ of any patent owned by a Third Person to the extent that the alleged infringement relates to actions covered CJ's use of Licensed Patents, Licensed Trademarks, or licensed Proprietary Rights in the manufacture, marketing, or sale of a Product in the Territory; provided that, CJ shall promptly give notice to Licensor of any such claim or lawsuit, shall provide to Licensor all information in CJ's possession regarding such claim or lawsuit, and shall provide Licensor such reasonable assistance as Licensor may, from time to time, reasonably request. Licensor shall have no obligation to indemnify or defend CJ against any claim or lawsuit pertaining to CJ's use of any technology, method, process, devise, or equipment in connection with manufacturing or packaging that was developed by CJ or obtained by CJ from a Third Person. If Licensor notifies CJ to discontinue manufacturing and selling any Product because of a potential infringement, then any liability for such infringement following such notice shall be solely for CJ's account and shall not be indemnified by Licensor; provided however, that if such notice is given by Licensor to CJ to discontinue the Exclusive manufacture and sale of any Product within one year after the commencement of sale of such Product in the Territory, then Licensor shall refund to CJ the full amount of the License granted Fees paid by CJ to Licensee.Licensor as described in Section 3 above and if such notice is given within 2 years after the commencement of sale of such Product in the Territory, then Licensor shall refund to 50% of the License Fees paid by CJ to Licensor. Licensor, at its option and expense, may dispose of such claim or may conduct the defense of such lawsuit (ciii) If Cellegy Licensor disposes of a claim or conducts the defense of a lawsuit for which it is obligated to indemnify CJ pursuant to Section 11(b)(ii), there shall be no abatement of the applicable royalties payable for sales of any Product during the pendency of such disposition or lawsuit or any appeal taken from it. If Licensor elects not to dispose of such claim or defend such lawsuit, Licensee CJ may defend the claim or lawsuit. CJ shall not be authorized to settle such lawsuit without Licensor's prior written consent, unless such settlement imposes on Licensor no direct or indirect liability for the payment of damages or other obligations and CJ agrees in writing to waive any claims or rights against Licensor for indemnification under this Agreement or otherwise arising from or in connection with such lawsuit and settlement. For purposes of LicenseeCJ's conduct of the disposition or defense, Cellegy Licensor shall furnish to Licensee CJ such reasonable assistance as Licensee CJ may need and from time to time reasonable reasonably request. If Licensee CJ takes on the disposition of a claim or defense of a lawsuit for which Cellegy Licensor is obligated to indemnify Licensee CJ pursuant to this ArticleSection 11(b)(ii), then the payments for of royalties on sales of such Licensed Product in such countryProduct, which would otherwise be payable to Cellegy hereunderLicensor under this Agreement, shall be reduced by 50% during the pendency of such lawsuit or any appeal taken from it, provided that such reduction shall not occur it by the actual out of pocket expenses incurred by CJ in the event that, in the opinion of Cellegy's counsel, the defense disposing of such claim is unwarrantedor defending such lawsuit, or participating in any such appeal; provided, that CJ provides Licensor with full and accurate documentation of the expenses so deducted. Upon final resolution of the above-above described claim, lawsuit and/or appeal, Licensee CJ shall resume paying Cellegy any Licensor full royalties on sales of the Product or license payments payable hereunder, but Products in no event shall Licensee be liable for back royalties otherwise reduced hereunder during the suitquestion. (div) If Licensee CJ becomes obligated to pay royalties to any Third Person, in order to makeuse Licensed Patents and Licensed Trademarks to manufacture, have mademarket, or sell the Licensed a Product in the TerritoryTerritory without infringing upon a patent or trademark held by that Third Person, said the entire amount of the royalties paid to the Third Person shall be creditable against royalties otherwise payable to Cellegy hereunderLicensor under this Agreement; provided, that no such credit shall be allowed with respect to (a) any royalty paid in connection with a settlement or compromise of a Third Party claim or lawsuit unless Licensor shall have approved or consented to such settlement or compromise, and (b) any royalty paid for the use of any technology, method, process, devicedevise, or equipment in connection with manufacturing, packaging or any container or delivery system, or the use of any trademark, that was developed by LicenseeCJ, any Subsidiary or other Affiliate of Licensee or any sublicensee, or obtained from a Third Person.CJ