Common use of Infringement Action by Third Parties Clause in Contracts

Infringement Action by Third Parties. (a) In the event of the institution of any suit by a third party against Kos for patent infringement involving the manufacture, use, sale, distribution or marketing of any Licensed Product, provided the basis of such suit is the practice by Kos of a Licensed Patent or Technology licensed hereunder, Kos shall promptly notify Fuisz in writing of such suit. Kos shall have the right to defend such suit at its own expense, and Fuisz shall assist and cooperate with Kos, at Kos's expense, to the extent necessary in the defense of such suit. During the pendency of such action, Kos shall continue to make all payments due under this Agreement. (b) If Kos finally prevails in any such suit because it is held not to be infringing any patents belonging to such third party or because such third party's patent is held invalid, Kos shall continue to pay royalty as set forth in Article 4, *** ****************************************************************************** ****************************************************************************** ****************************************************************************** ***************************************************************. (c) If Kos finally loses in any such infringement action, whether by judgment, award, decree or settlement, and is required to pay a royalty (including lump sum fees) to a third party, Kos shall continue to pay royalty as set forth in Article 4 with respect to such Licensed Product in the country which is the subject of such action, *************************************************************** *************************************************************** *************************************************************** *****************************************. (d) Any ******************************************** *************************************************************** *****************************************.

Infringement Action by Third Parties. (a) In the event of the institution of any suit by a third party against Kos for patent infringement involving the manufacture, use, sale, distribution or marketing of any Licensed Product, provided the basis of such suit is the practice by Kos of a Licensed Patent or Technology licensed hereunder, Kos shall promptly notify Fuisz in writing of such suit. Kos shall have the right to defend such suit at its own expense, and Fuisz shall assist and cooperate with Kos, at Kos's expense, to the extent necessary in the defense of such suit. During the pendency of such action, Kos shall continue to make all payments due under this Agreement. (b) If Kos finally prevails in any such suit because it is held not to be infringing any patents belonging to such third party or because such third party's patent is held invalid, Kos shall continue to pay royalty as set forth in Article 4, *** ****************************************************************************** ****************************************************************************** ****************************************************************************** ***************************************************************. (c) If Kos finally loses in any such infringement action, whether by judgment, award, decree or settlement, and is required to pay a royalty (including lump sum fees) to a third party, Kos shall continue to pay royalty as set forth in Article 4 with respect to such Licensed Product in the country which is the subject of such action, *************************************************************** *************************************************************** ************************************************************** ************************************************************** ************************************************. (d) Any ******************************************** *************************************************************************** *****************************************.