Common use of Defense by Licensor Clause in Contracts

Defense by Licensor. If, and to the extent, a suit or proceeding is brought against Licensee asserting that the Image or the Technology, as used by Licensee in accordance with this Agreement, infringes any copyright or trademark in any country or misappropriates any trade secret in any country (“IP Infringement Lawsuit”), and subject to the conditions and limitations set forth in Sections 7.7, 7.8, 7.9 and 8 of this Agreement, Licensor will (a) defend Licensee in such IP Infringement Lawsuit; (b) pay all costs and damages (including reasonable attorney’s fees) finally awarded by a court of competent jurisdiction in such IP Infringement Lawsuit, or pay any settlement of such IP Infringement Lawsuit as agreed to by Licensor; and (c) use reasonable commercial efforts to obtain for Licensee the right to continue to use the Image or Technology or replace or modify the Image or Technology with substantially equivalent product which Licensor believes to be (or have increased likelihood to be) non-infringing, in which event Licensee shall immediately cease use of the allegedly infringing Image or Technology. If, in case of such IP Infringement Lawsuit, obtaining a license to continue and use the Image or Technology or modifying or replacing the Image or Technology to make it non-infringing are not feasible or commercially reasonable options, Licensor may refund to Licensee the portion of the fees paid by Licensee for the allegedly infringing Image or Technology, and in such case Licensee’s rights and licenses with respect such Image or Technology will terminate, without further obligation or liability by Licensor to Licensee (other than the obligations set forth in Section 7.6(a) and Section 7.6(b) above), and Licensee shall immediately cease use of the allegedly infringing Image or Technology.

Defense by Licensor. If, and to the extent, a suit or proceeding is brought against Licensee asserting that the Image or the Technology, as used by Licensee in accordance with this Agreement, infringes any copyright or trademark in any country or misappropriates any trade secret in any country (“IP Infringement Lawsuit”), and subject to the conditions and limitations set forth in Sections 7.7, 7.8, 7.9 and 8 of this Agreement, Licensor will (a) defend Licensee in such IP Infringement Lawsuit; (b) pay all costs and damages (including reasonable attorney’s fees) finally awarded by a court of competent jurisdiction in such IP Infringement Lawsuit, or pay any settlement of such IP Infringement Lawsuit as agreed to by Licensor; and (c) use reasonable commercial efforts to obtain for Licensee the right to continue to use the Image or Technology or replace or modify the Image or Technology with substantially equivalent product which Licensor believes to be (or have increased likelihood to be) non-infringing, in which event Licensee shall immediately cease use of the allegedly infringing Image or Technology. If, in case of such IP Infringement Lawsuit, obtaining a license to continue and use the Image or Technology or modifying or replacing the Image or Technology to make it non-infringing are not feasible or commercially reasonable options, Licensor may refund to Licensee the portion of the fees paid by Licensee for the allegedly infringing Image or Technology, and in such case Licensee’s rights and licenses with respect such Image or Technology will terminate, without further obligation or liability by Licensor to Licensee (other than the obligations set forth in Section 7.6(a) and Section 7.6(b) above), and Licensee shall immediately cease the use of the allegedly infringing Image or Technology.

Defense by Licensor. If, and to the extent, a suit or proceeding is brought against Licensee asserting that the Image or the Technology, as used by Licensee in accordance with this Agreement, infringes any copyright or trademark in any country or misappropriates any trade secret in any country (“IP Infringement Lawsuit”), and subject to the conditions and limitations set forth in Sections 7.7, 7.8, 7.9 and 8 of this Agreement, Licensor will (a) defend Licensee in such IP Infringement Lawsuit; (b) pay all costs and damages (including reasonable attorney’s fees) finally awarded by a court of competent jurisdiction in such IP Infringement Lawsuit, or pay any settlement of such IP Infringement Lawsuit as agreed to by Licensor; and (c) use reasonable commercial efforts to obtain for Licensee the right to continue to use the Image or Technology or replace or modify the Image or Technology with substantially equivalent product which Licensor believes to be (or have increased likelihood to be) non-infringing, in which event Licensee shall immediately cease use of the allegedly infringing Image or Technology. If, in case of such IP Infringement Lawsuit, obtaining a license to continue and use the Image or Technology or modifying or replacing the Image or Technology to make it non-non- infringing are not feasible or commercially reasonable options, Licensor may refund to Licensee the portion of the fees paid by Licensee for the allegedly infringing Image or Technology, and in such case Licensee’s rights and licenses with respect such Image or Technology will terminate, without further obligation or liability by Licensor to Licensee (other than the obligations set forth in Section 7.6(a) and Section 7.6(b) above), and Licensee shall immediately cease the use of the allegedly infringing Image or Technology.

Defense by Licensor. If, and to the extent, a suit or proceeding is brought against Licensee asserting that the Image or the Technology, as used by Licensee in accordance with this Agreement, infringes any copyright or trademark in any country or misappropriates any trade secret in any country (“IP Infringement Lawsuit”), and subject to the conditions and limitations set forth in Sections 7.7, 7.8, 7.9 and 8 of this Agreement, Licensor will (a) defend Licensee in such IP Infringement Lawsuit; (b) pay all costs and damages (including reasonable attorney’s fees) finally awarded by a court of competent jurisdiction in such IP Infringement Lawsuit, or pay any settlement of such IP Infringement Lawsuit as agreed to by Licensor; and (c) use reasonable commercial efforts to obtain for Licensee the right to continue to use the Image or Technology or replace or modify the Image or Technology with substantially equivalent product which Licensor believes to be (or have increased likelihood to be) non-non- infringing, in which event Licensee shall immediately cease use of the allegedly infringing Image or Technology. If, in case of such IP Infringement Lawsuit, obtaining a license to continue and use the Image or Technology or modifying or replacing the Image or Technology to make it non-infringing are not feasible or commercially reasonable options, Licensor may refund to Licensee the portion of the fees paid by Licensee for the allegedly infringing Image or Technology, and in such case Licensee’s rights and licenses with respect such Image or Technology will terminate, without further obligation or liability by Licensor to Licensee (other than the obligations set forth in Section 7.6(a) and Section 7.6(b) above), and Licensee shall immediately cease the use of the allegedly infringing Image or Technology.