Infringement by Third Party Product Clause Samples

Infringement by Third Party Product. (i) In the event that an infringement suit is filed naming ▇▇▇ Medical and/or Angiotech as defendants and alleging that the Product infringes one or more patent(s) held by a third party, other than an infringement claim that arises from or is based on drug-loading technology, then ▇▇▇ Medical shall be obligated to take any and all action that it deems appropriate, at its expense, to defend the Licensed Technology against the third party alleging infringement, and Angiotech hereby agrees to cooperate with ▇▇▇ Medical as necessary in the pursuit of said action(s) as provided for in Section 9F. ▇▇▇ Medical shall promptly keep Angiotech informed of and provide copies of all material correspondence and documents relating to any such actions, and shall consult with Angiotech on all major decisions regarding such actions, and Angiotech shall have the right to consent to major decisions which are reasonably likely to affect Angiotech, which consent shall not be unreasonably withheld, conditioned or delayed. (ii) In the event that an infringement suit is filed naming ▇▇▇ Medical and/or Angiotech as defendants and alleging that the Product infringes one or more patent(s) held by a third party, other than an infringement claim that arises from or is based on drug-loading technology, then ▇▇▇ Medical shall also be obligated to deposit royalty payments due to it by Angiotech hereunder into an interest-bearing escrow account as follows: (a) ▇▇▇ Medical shall not be obligated to deposit any royalty payments due to it by Angiotech hereunder into the escrow account until after the end of the first Term Year; (b) After the first Term Year, ▇▇▇ Medical shall be obligated to deposit 10% of any royalty payments paid to it by Angiotech hereunder into the escrow account until there is two million dollars ($2M) deposited in the escrow account; (c) ▇▇▇ Medical shall be entitled to withdraw funds from the escrow account only for use to defend itself and Angiotech from the infringement action, or to pay an agreed upon settlement amount; (d) In the event that there is any draw-down of the escrow account by ▇▇▇ Medical, ▇▇▇ Medical shall be obligated to again deposit 10% of any royalty payments paid to it by Angiotech hereunder into the escrow account until there is again two million dollars ($2M) deposited in the escrow account; (e) Notwithstanding anything to the contrary in the foregoing, the total amount of royalty payments withheld under this Section 13D(ii) on account of all inf...