Common use of Infringement of IMPAX Patents Clause in Contracts

Infringement of IMPAX Patents. 11.2.1 Each Party shall promptly report in writing to the other Party during the term of this Agreement any known infringement or suspected infringement of any of the IMPAX Patents in the Territory by manufacture, use or sale of a Product on a commercial scale in derogation of the rights granted to WCH hereunder (hereinafter, a “Related Infringement”) of which it becomes aware, and shall provide the other Party with all available evidence supporting said infringement or suspected infringement. 11.2.2 Except as provided in Section 11.2.4, IMPAX shall have the right to initiate an infringement or other appropriate suit anywhere in the Territory against any Third Party who at any time has infringed, or is suspected of infringing, any of the IMPAX Patents. IMPAX shall give WCH sufficient advance notice of its intent to file any suit on account of a Related Infringement and the reasons therefor, and shall provide WCH with an opportunity to make suggestions and comments regarding such suit. IMPAX shall keep WCH promptly informed, and shall from time to time consult with WCH regarding the status of any such suit on account of a Related Infringement and shall provide WCH with copies of all documents filed in, and all written communications relating to, such suit. 11.2.3 IMPAX shall have the sole and exclusive right to select counsel for any suit referred to in Section 11.2.2 and shall, except as provided below, pay all expenses of the suit, including without limitation attorneys’ fees and court costs. In the event that WCH elects not to contribute to the costs of such litigation, IMPAX shall be entitled to retain any damages, royalties, settlement fees or other consideration for infringement resulting therefrom. If necessary, WCH shall join as a Party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of being a named Party to the suit. WCH shall offer reasonable assistance to IMPAX therewith at no charge to IMPAX except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance. WCH shall have the right to participate and be represented in any such suit by its own counsel at its own expense. IMPAX shall not settle any such suit on terms which grant any license to any other Party in derogation of the rights granted to WCH hereunder without obtaining the prior written consent of WCH, which consent shall not be unreasonably withheld. 11.2.4 In the event that IMPAX elects not to initiate an infringement or other appropriate suit pursuant to Section 11.2.2 above on account of a Related Infringement after reasonable efforts to xxxxx such Related Infringement without litigation have failed, but in no event later than one hundred and twenty (120) days after WCH’s notice to IMPAX under Section 11.2.1, IMPAX shall promptly advise WCH of its intent not to initiate such a suit, WCH shall have the right, at the expense of WCH, of initiating an infringement or other appropriate suit against the Party or Parties committing such Related Infringement. In exercising its rights pursuant to this Section 11.2.4, WCH have the sole and exclusive right to select counsel and shall, except as provided below, pay all expenses of the suit including without limitation attorneys’ fees and court costs. IMPAX, in its sole discretion, may elect within sixty (60) days after the commencement of such litigation, to contribute to the costs incurred by WCH in connection with such litigation, and, if it so elects, any damages, royalties, settlement fees or other consideration received by WCH as a result of such litigation shall be shared by WCH and IMPAX pro rata based on their respective sharing of the costs of such litigation provided that such pro rata share shall not exceed fifty percent (50%) unless WCH has consented to a higher share in writing. In the event that IMPAX elects not to contribute to the costs of such litigation, WCH shall be entitled to retain any damages, royalties, settlement fees or other consideration for infringement resulting therefrom. If necessary, IMPAX shall join as a Party to the suit but shall be under no obligation to participate except to the extent that such participation is required as a result of being named a Party to the suit. At WCH’s request, IMPAX shall offer reasonable assistance to WCH in connection therewith at no charge to WCH except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance. IMPAX shall have the right to participate and be represented in any such suit by its own counsel at its own expense.

Infringement of IMPAX Patents. 11.2.1 Each Party shall promptly report in writing to the other Party during the term of this Agreement any known infringement or suspected infringement of any of the IMPAX Patents in the Territory by manufacture, use or sale of a Product on a commercial scale in derogation of the rights granted to WCH hereunder (hereinafter, a “"Related Infringement”") of which it becomes aware, and shall provide the other Party with all available evidence supporting said infringement or suspected infringement. 11.2.2 Except as provided in Section 11.2.4, IMPAX shall have the right to initiate an infringement or other appropriate suit anywhere in the Territory against any Third Party who at any time has infringed, or is suspected of infringing, any of the IMPAX Patents. IMPAX shall give WCH sufficient advance notice of its intent to file any suit on account of a Related Infringement and the reasons therefor, and shall provide WCH with an opportunity to make suggestions and comments regarding such suit. IMPAX shall keep WCH promptly informed, and shall from time to time consult with WCH regarding the status of any such suit on account of a Related Infringement and shall provide WCH with copies of all documents filed in, and all written communications relating to, such suit. 11.2.3 IMPAX shall have the sole and exclusive right to select counsel for any suit referred to in Section 11.2.2 and shall, except as provided below, pay all expenses of the suit, including without limitation attorneys’ ' fees and court costs. In the event that WCH elects not to contribute to the costs of such litigation, IMPAX shall be entitled to retain any damages, royalties, settlement fees or other consideration for infringement resulting therefrom. If necessary, WCH shall join as a Party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of being a named Party to the suit. WCH shall offer reasonable assistance to IMPAX therewith at no charge to IMPAX except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance. WCH shall have the right to participate and be represented in any such suit by its own counsel at its own expense. IMPAX shall not settle any such suit on terms which grant any license to any other Party in derogation of the rights granted to WCH hereunder without obtaining the prior written consent of WCH, which consent shall not be unreasonably withheld. 11.2.4 In the event that IMPAX elects not to initiate an infringement or other appropriate suit pursuant to Section 11.2.2 above on account of a Related Infringement after reasonable efforts to xxxxx such Related Infringement without litigation have failed, but in no event later than one hundred and twenty (120) days after WCH’s 's notice to IMPAX under Section 11.2.1, IMPAX shall promptly advise WCH of its intent not to initiate such a suit, WCH shall have the right, at the expense of WCH, of initiating an infringement or other appropriate suit against the Party or Parties committing such Related Infringement. In exercising its rights pursuant to this Section 11.2.4, WCH have the sole and exclusive right to select counsel and shall, except as provided below, pay all expenses of the suit including without limitation attorneys’ ' fees and court costs. IMPAX, in its sole discretion, may elect within sixty (60) days after the commencement of such litigation, to contribute to the costs incurred by WCH in connection with such litigation, and, if it so elects, any damages, royalties, settlement fees or other consideration received by WCH as a result of such litigation shall be shared by WCH and IMPAX pro rata based on their respective sharing of the costs of such litigation provided that such pro rata share shall not exceed fifty percent (50%) unless WCH has consented to a higher share in writing. In the event that IMPAX elects not to contribute to the costs of such litigation, WCH shall be entitled to retain any damages, royalties, settlement fees or other consideration for infringement resulting therefrom. If necessary, IMPAX shall join as a Party to the suit but shall be under no obligation to participate except to the extent that such participation is required as a result of being named a Party to the suit. At WCH’s 's request, IMPAX shall offer reasonable assistance to WCH in connection therewith at no charge to WCH except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance. IMPAX shall have the right to participate and be represented in any such suit by its own counsel at its own expense.