Common use of Infringement by a Third Party Clause in Contracts

Infringement by a Third Party. In the event that either party becomes aware that a Compound or a Product being made, used or sold by a Third Party infringes the Patent Rights licensed hereunder, such party shall promptly advise the other party of all known facts and circumstances relating thereto. To the extent of their respective ability under Japanese law, Panion (on behalf of itself and Xx. Xxx) and Sublicensor shall have the first and second right, respectively, to enforce at its sole expense the Patent Rights licensed under this Agreement against infringement by Third Parties. Sublicensee shall reasonably cooperate in any such enforcement and, if necessary, join as a party therein, at the expense of Sublicensor. Sublicensor shall have the right to retain ***** of the proceeds of any such enforcement action. Notwithstanding the foregoing, Sublicensee shall have the right to enforce against infringement by Third Parties of the Patent Rights licensed hereunder, in the event that neither Panion (on behalf of itself and Xx. Xxx) nor Sublicensor exercise its right. Sublicensor shall make all necessary arrangements with Panion, Xx. Xxx and GloboAsia for Sublicensee to take actions against infringement by Third Parties of the Patent Rights licensed hereunder.

Infringement by a Third Party. In the event that either party becomes aware that a Compound or a Product being made, used or sold by a Third Party infringes the Patent Rights licensed hereunder, such party shall promptly advise the other party of all known facts and circumstances relating thereto. To the extent of their respective ability under Japanese law, Panion (on behalf of itself and Xx. Xxx) and Sublicensor shall have the first and second right, respectively, to enforce at its sole expense the Patent Rights licensed under this Agreement against infringement by Third Parties. Sublicensee shall reasonably cooperate in any such enforcement and, if necessary, join as a party therein, at the expense of Sublicensor. Sublicensor shall have the right to retain ****** of the proceeds of any such enforcement action. Notwithstanding the foregoing, Sublicensee shall have the right to enforce against infringement by Third Parties of the Patent Rights licensed hereunder, in the event that neither Panion (on behalf of itself and Xx. Xxx) nor Sublicensor exercise its right. Sublicensor shall make all necessary arrangements with Panion, Xx. Xxx and GloboAsia for Sublicensee to take actions against infringement by Third Parties of the Patent Rights licensed hereunder.