Claims Asserting Rights to EPN. 5.1 If a third party asserts against Licensor, any Founder, any Fellow EPN Content Participant or any Adopter, or any of its or their Affiliates (each, an “Alleged Infringer”) any claim that its intellectual property right is infringed or misappropriated by EPN Encoding in connection with Other EPN Eligible Broadcast Television (an “EPN Claim”), then:
(a) EPN Content Participant, on its own or with other Fellow EPN Content Participants, shall promptly and in good faith, after receiving notice from any Alleged Infringer of an EPN Claim, endeavor to negotiate a license with such third party enabling the continued licensing and use of EPN Encoding in connection with Other EPN Eligible Broadcast Television by Fellow EPN Content Participants and Adopters and shall pay any and all applicable license or other fees for such past and continued licensing by Licensor or use of EPN Encoding in connection with Other EPN Eligible Broadcast Television by any Alleged Infringer and any Adopter. Licensor will provide reasonable cooperation to EPN Content Participant, and any other Fellow EPN Content Participants, with respect to such negotiations.
(b) Notwithstanding any other terms or condition of the Agreement, if EPN Content Participant and other Fellow EPN Content Participants are unwilling or unable to negotiate the license described in Section 5.1(a), Licensor, on its own initiative, can, or, at the request of EPN Content Participant and such other Fellow EPN Content Participants, shall, (i) delete EPN from the Specification without utilizing the procedures set forth in Section 3.7 of the Agreement and/or (ii) terminate all EPN Addenda then in effect.
(c) EPN Content Participant is jointly and severally responsible with each other Fellow EPN Content Participant (each, an “Indemnifying Party”) for indemnifying and holding harmless Licensor, the Founders, Adopters and each of its or their Affiliates (each, an “Indemnified Party”), and, at the Indemnified Party’s election, defending the Indemnified Party, from and against any and all losses, deficiencies, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses), claims, suits and actions with respect to any EPN Claim (“Costs or Actions”). In the event that any Indemnified Party elects to have an Indemnifying Party defend it, (i) the Indemnified Party will so notify the Indemnifying Party in writing; (ii) the Indemnified Party shall have the right to approve the Indemnifying Party's cou...
