Common use of Infringement of Intellectual Property Rights Clause in Contracts

Infringement of Intellectual Property Rights. In the event Cellegy or Licensee have reason to believe that a Third Party may be infringing or diluting, as the case may be, Intellectual Property Rights or misappropriating the Licensed Product, such Party shall promptly notify the other Party. Cellegy may, in its discretion, elect to enforce the Intellectual Property Rights through legal action or otherwise, and Licensee agrees to reasonably cooperate with Cellegy in such enforcement subject to reimbursement of its reasonable out-of-pocket expenses together with any reasonable attorneys fees incurred in connection therewith. In the event Cellegy elects not to enforce the Patent Rights relating to the Licensed Product within sixty (60) days after notice of the possible infringement or dilution, and Licensee can demonstrate that the potential infringement or dilution is reasonably likely to result in material lost sales of the Licensed Product within the applicable country, then Licensee may institute a lawsuit or other such actions at its expense to prevent continuation of such potential infringement or dilution, and then (i) during the pendency of such action, Licensee shall be entitled to defer the payment of 50% of the royalties due to Cellegy on Net Sales under Section 8.4 in the relevant country or countries, with such deferred amount being paid to Cellegy at the successful conclusion of such action, and (ii) Licensee will retain all award, damages or compensation obtained by Licensee in such suit, except that Cellegy shall receive a portion equivalent to the royalties it would have received in accordance with the terms of this Agreement as if such amount were Net Sales of Licensee. Cellegy will provide reasonable cooperation with respect to any lawsuit which Licensee may bring pursuant to this Article, subject to reimbursement of its reasonable out-of-pocket expenses and reasonable attorneys fees in connection therewith. Licensee shall not enter into any settlement or compromise of any such claim without the prior written consent of Cellegy, which shall not be unreasonably delayed or withheld.

Infringement of Intellectual Property Rights. In the event Cellegy or Licensee have reason to believe that a Third Party may be infringing or diluting, as the case may be, Intellectual Property Rights or misappropriating the Licensed Product, such Party 5.1 Each party shall promptly notify the other Party. Cellegy may, in its discretion, elect to enforce the Intellectual Property Rights through legal action of any unauthorized use of which it becomes aware or otherwise, and Licensee agrees to reasonably cooperate with Cellegy in such enforcement subject to reimbursement of its reasonable out-of-pocket expenses together with any reasonable attorneys fees incurred in connection therewith. In the event Cellegy elects not to enforce the Patent Rights relating to the Licensed Product within sixty (60) days after notice of the possible suspected infringement or dilution, and Licensee can demonstrate that the potential infringement or dilution is reasonably likely to result in material lost sales misappropriation of any of the Licensed Product Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works within the applicable country, then Licensee may institute a lawsuit or Territory provide the other such actions at its expense to prevent continuation with any and all available evidence of such potential suspected or actual infringement or dilutionmisappropriation. Travelzoo shall have the first right to determine how to handle or otherwise deal with any such unauthorized use or suspected infringement or misappropriation, and then or in defending against any declaratory judgment action alleging invalidity, unenforceability or non-infringement of any Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works, including the right to settle or otherwise compromise any dispute or lawsuit; provided, that (i) during Travelzoo may not settle any such dispute or lawsuit without the pendency prior written approval of Licensee if such actionsettlement would affect the rights of Licensee hereunder, and (ii) if Travelzoo does not initiate reasonable action to cease suspected infringement or misappropriation of any of the Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works within the Territory, then Licensee shall be entitled to defer the payment of 50% of the royalties due to Cellegy on Net Sales under Section 8.4 in the relevant country or countries, with such deferred amount being paid to Cellegy at the successful conclusion of take such action. Travelzoo, at no cost to Travelzoo, shall provide all reasonable assistance and (ii) cooperation in any such legal action permitted hereunder that Licensee will retain may initiate in all award, damages or compensation obtained by respects including allowing Licensee in to join Travelzoo as a party to any such suit, except that Cellegy shall receive a portion equivalent having its employees testify when requested, and making relevant records, papers, information, samples, specimens and the like reasonably available to the royalties it would have received in accordance with the terms of this Agreement as if such amount were Net Sales of Licensee. Cellegy will provide reasonable cooperation with respect to any lawsuit which Licensee may bring pursuant to this ArticleTravelzoo, subject to reimbursement of reasonable safeguards for confidentiality. Licensee, at no cost to Licensee, shall provide all reasonable assistance and cooperation in any legal action Travelzoo may initiate or defend in all respects including allowing Travelzoo to join Licensee as a party to any such suit, having its employees testify when requested, and making relevant records, papers, information, samples, specimens and the like reasonably available to Travelzoo, subject to reasonable out-of-pocket expenses and reasonable attorneys fees safeguards for confidentiality. Travelzoo shall have no duty to initiate or defend any litigation if in connection therewith. its sole judgment such litigation is not warranted or is not in its best interests. 5.2 Licensee shall not enter into threaten, warn, or attempt to assert any settlement or compromise intellectual property right against, any third party relating to infringement of any such claim of the Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works or otherwise take any action that may support declaratory judgment challenges to any rights or potentially asserted rights in or to any of the Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works without the prior written consent of Cellegy, which shall not be unreasonably delayed or withheldTravelzoo.

Infringement of Intellectual Property Rights. In the event Cellegy or Licensee have reason to believe that a Third Party may be infringing or diluting, as the case may be, Intellectual Property Rights or misappropriating the Licensed Product, such Party Each party shall promptly notify the other Partyparty of evidence of infringement in the Territory of a claim of any intellectual property rights licensed hereunder. Cellegy mayIf either party shall have supplied the other party with written evidence demonstrating prima facie such infringement of a licensed right by a third party in the Territory, in LICENSEE shall have the first right, but not the obligation, to take action against such infringer on its discretionown initiative. LICENSEE shall notify LICENSOR, elect within three (3) months of one party providing the other with evidence of infringement, whether LICENSEE intends to enforce prosecute the Intellectual Property Rights through legal action or otherwisealleged infringement. If LICENSEE notifies LICENSOR that it intends to so prosecute, and Licensee agrees to reasonably cooperate with Cellegy in such enforcement subject to reimbursement LICENSEE shall (at its expense), within three (3) months of its reasonable out-of-pocket expenses together with any reasonable attorneys fees incurred notice to LICENSOR either (i) cause infringement to terminate or (ii) initiate and diligently prosecute legal proceedings against the infringer and in connection therewithLICENSOR’s name if so required by law. In the event Cellegy elects LICENSEE notifies LICENSOR that LICENSEE does not intend to enforce prosecute said infringement, LICENSOR may,(but is under no obligation to take any action) upon notice to LICENSEE, initiate legal proceedings against the Patent Rights relating to the Licensed Product within sixty (60) days after notice infringer at LICENSOR’s expense. No settlement, consent judgment, or other voluntary final disposition of the possible infringement suit which invalidates or dilution, and Licensee can demonstrate that restricts the potential infringement claims or dilution is reasonably likely to result in material lost sales scope of any intellectual property right may be entered into without the consent of the Licensed Product within the applicable country, then Licensee may institute a lawsuit or other such actions at its expense to prevent continuation of such potential infringement or dilution, and then (i) during the pendency of such action, Licensee shall be entitled to defer the payment of 50% of the royalties due to Cellegy on Net Sales under Section 8.4 in the relevant country or countries, with such deferred amount being paid to Cellegy at the successful conclusion of such action, and (ii) Licensee will retain all award, damages or compensation obtained by Licensee in such suit, except that Cellegy shall receive a portion equivalent to the royalties it would have received in accordance with the terms of this Agreement as if such amount were Net Sales of Licensee. Cellegy will provide reasonable cooperation with respect to any lawsuit which Licensee may bring pursuant to this Article, subject to reimbursement of its reasonable out-of-pocket expenses and reasonable attorneys fees in connection therewith. Licensee shall not enter into any settlement or compromise of any such claim without the prior written consent of Cellegyparty, which consent shall not be unreasonably delayed withheld, but provided that, in the event one party (“the Objecting Party”) withholds consent for a proposed settlement, the party proposing the settlement may decline to support further costs of such suit or withheldsettlement discussions, and the Objecting Party shall be required to continue such suit or settlement discussions at its own expense. LICENSEE shall indemnify LICENSOR against any order for payment that may be made against LICENSOR in such proceedings brought by LICENSEE. LICENSOR shall indemnify LICENSEE against any order for payment that may be made against LICENSEE in such proceedings brought by LICENSOR to the extent arising out of any proceedings which LICENSOR brings at its own expense pursuant to Section 7.1 following LICENSEE’s decision not to prosecute any alleged infringement.

Infringement of Intellectual Property Rights. 12.1 Promptly after becoming aware of same, Licensee shall give written notice to BONU of any infringement or threatened infringement within the Territory or Optioned Territory of any Trade Secret, Patent or any other Intellectual Property. 12.2 Promptly after becoming aware of same, BONU shall give Licensee written notice of any infringement or threatened infringement of any Trade Secret, Patent or any other Intellectual Property within the Territory or Optioned Territory. 12.3 In the event Cellegy of any such infringement or Licensee have reason to believe that a Third Party may be infringing threatened infringement of any Trade Secret, Patent or diluting, as the case may be, other Intellectual Property Rights in the Territory or misappropriating Optioned Territory, the Licensed Productparties shall consult to decide the best way to respond. If the parties cannot agree within thirty (30) days of such notice being given, such Party Licensee shall promptly notify have the other Party. Cellegy mayright, in but not the obligation, to take action against any relevant third party on its discretion, elect to enforce the Intellectual Property Rights through legal action own account or otherwiseon behalf of BONU, and Licensee agrees to reasonably cooperate with Cellegy in such enforcement subject to reimbursement of its reasonable out-of-pocket expenses together with any reasonable attorneys fees incurred in connection therewith. In the event Cellegy elects not to enforce the Patent Rights relating to the Licensed Product within sixty (60) days after notice of the possible infringement or dilution, and Licensee can demonstrate that the potential infringement or dilution is reasonably likely to result in material lost sales of the Licensed Product within the applicable country, then Licensee may institute a lawsuit or other such actions at its expense to prevent continuation of such potential infringement or dilution, and then (i) during the pendency of such action, Licensee shall be entitled to defer retain for its absolute benefit all damages, costs or other expenses awarded in such proceedings. BONU shall give all reasonable assistance at Licensee’s expense to facilitate any proceedings by Licensee including joining such proceedings as a party if requested by Licensee to do so. BONU’s written consent must be obtained if any action or proposed settlement by Licensee under this clause 12.3 involves the payment making of 50% any statement (whether express or implied) concerning the validity of the royalties due any Trade Secrets, Patents, Intellectual Property or any liability of BONU. If Licensee does not wish to Cellegy on Net Sales under Section 8.4 in take any action against the relevant country or countriesthird party, with such deferred amount being paid to Cellegy at the successful conclusion of then BONU may take such action, and Licensee shall give all reasonable assistance to BONU at BONU’s expense to facilitate such proceedings, and BONU shall be entitled to retain for its absolute benefit all damages, costs or other expenses awarded in such proceedings. 12.4 Subject to clause 12.4.1 below, BONU shall indemnify Licensee against all costs, (ii) Licensee will retain all awardincluding Licensee’s reasonable legal costs), expenses, damages or compensation obtained liability awarded against Licensee or incurred by Licensee under any final judgment in such suit, except that Cellegy shall receive a portion equivalent proceedings brought by any third party against Licensee to the royalties it would have received extent such judgment has determined that Licensee's use or practice of an invention under any Existing Patent in accordance with the terms manufacture, distribution, promotion, use or sale of this Agreement any Licensed Products infringes the patent of any third party. 12.4.1 BONU shall not indemnify Licensee unless: 12.4.1.1 BONU is given notice in writing as if soon as practical of any infringement, suspected infringement or alleged infringement by Licensee; 12.4.1.2 Licensee grants BONU the sole right to conduct the defense of the proceedings mentioned in clause 12.3, including negotiations for settlement or compromise prior to or during such amount were Net Sales of Licensee. Cellegy will provide reasonable cooperation with respect to any lawsuit which Licensee proceedings (provided, however, that BONU may bring pursuant to this Article, subject to reimbursement of its reasonable out-of-pocket expenses and reasonable attorneys fees in connection therewith. Licensee shall not enter into any settlement or compromise on behalf of Licensee without its prior written consent; and 12.4.1.3 Licensee promptly and fully provides such assistance as BONU reasonably requests to settle or conduct the defense of such proceedings. 12.4.2 With respect to any patent that may hereafter issue and be granted to BONU with respect to any Licensed Product (other than any Existing Patent), BONU will advise Licensee of any third party intellectual property relating to the practice of this invention disclosed and claimed in such claim without patent that is known to BONU. Licensee will make its own decision with respect to its use or practice of such patent and to the prior written consent extent that disclosure has been made as aforesaid will assume all risks associated therewith, and to the extent that disclosure has been made as aforesaid BONU shall have no liability to Licensee with respect to such patent or the use or practice thereof, regardless of Cellegy, which shall not be unreasonably delayed whether such patent or withheldthe use or practice thereof infringes or misappropriates the rights of any third party.

Infringement of Intellectual Property Rights. In the event Cellegy or Licensee have reason to believe that a Third Party may be infringing or diluting, as the case may be, Intellectual Property Rights or misappropriating the Licensed Product, such Party shall promptly notify the other Party. Cellegy may, in its discretion, elect to enforce the Intellectual Property Rights through legal action or otherwise, and Licensee agrees to reasonably cooperate with Cellegy in such enforcement subject to reimbursement of its reasonable out-of-pocket expenses together with any reasonable attorneys fees incurred in connection therewith. In the event Cellegy elects not to enforce the Patent Rights relating to the Licensed Product within sixty (60) days after notice of the possible infringement or dilution, and Licensee can demonstrate that the potential infringement or dilution is reasonably likely to result in material lost sales of the Licensed Product within the applicable country, then Licensee may institute a lawsuit or other such actions at its expense to prevent continuation of such potential infringement or dilution, and then (i) during the pendency of such action, Licensee shall be entitled to defer the payment of 50% of the royalties due to Cellegy on Net Sales under Section 8.4 in the relevant country or countries, with such deferred amount being paid to Cellegy at the successful conclusion of such action, and (ii) Licensee will retain all award, damages or compensation obtained by Licensee in such suit, except that Cellegy shall receive a portion equivalent to the royalties amounts it would have received in accordance with the terms of this Agreement as if such amount were Net Sales by Licensee of Licenseeunits of Licensed Product ordered by Licensee from Cellegy. Cellegy will provide reasonable cooperation with respect to any lawsuit which Licensee may bring pursuant to this Article, subject to reimbursement of its reasonable out-of-pocket expenses and reasonable attorneys fees in connection therewith. Licensee shall not enter into any settlement or compromise of any such claim without the prior written consent of Cellegy, which shall not be unreasonably delayed or withheld.

Infringement of Intellectual Property Rights. In Subject to the event Cellegy limitation of liability defined in Clause 13, Symetri undertakes to defend, indemnify and hold harmless the Customer from and against any and all damages, costs and expenses payable by the Customer incurred as a result of any claim, suit or Licensee have reason to believe proceeding brought against the Customer based on the allegation that a Third Party may be infringing or diluting, as the case may be, Intellectual Property Rights or misappropriating use of the Licensed ProductPrograms constitutes an infringement of any intellectual property rights; provided that Symetri has been notified without undue delay in writing of such claim, such Party shall promptly notify the other Party. Cellegy maysuit or proceeding and given authority, in its discretion, elect to enforce the Intellectual Property Rights through legal action or otherwisereasonable information, and Licensee agrees assistance (to reasonably cooperate with Cellegy in such enforcement subject a reasonable extent by the Customer and at Symetri’s expense) to reimbursement settle the claim or control the defence of its reasonable out-of-pocket expenses together with any reasonable attorneys fees incurred in connection therewithsuit or proceeding. In the event Cellegy elects not to enforce the Patent Rights relating and to the extent Symetri does not initiate and proceed with a defence in a professional manner, the Customer may take all necessary steps, at the expense of Symetri, to defend and settle the claim, in which case the Customer will inform Symetri in writing of any such legal actions taken. Before the Customer takes any such action it shall inform Symetri in writing and ensure Symetri is given time to initiate a defence. If the Licensed Product within sixty (60) days after notice of the possible infringement Programs becomes, or dilution, and Licensee can demonstrate that the potential infringement or dilution in Symetri’s opinion is reasonably likely to result become, the subject of any such claim, suit or proceeding as referred to in material lost sales of clause 11.1, Symetri shall, at its option and expense, either: (a) procure for the Customer the right to continue to use the Licensed Product within the applicable country, then Licensee may institute a lawsuit or other such actions at its expense to prevent continuation of such potential infringement or dilution, and then (i) during the pendency of such action, Licensee shall be entitled to defer the payment of 50% of the royalties due to Cellegy on Net Sales under Section 8.4 in the relevant country or countries, with such deferred amount being paid to Cellegy at the successful conclusion of such action, and (ii) Licensee will retain all award, damages or compensation obtained by Licensee in such suit, except that Cellegy shall receive a portion equivalent to the royalties it would have received Programs in accordance with the terms Agreement; (b) replace the allegedly infringing parts of this the Licensed Programs with non-infringing equivalents; (c) modify the Licensed Programs so that it becomes non-infringing without detracting from function or performance; or (d) if in Symetri’s opinion none of the possibilities set out above are commercially feasible, terminate the Agreement and take back the infringing Licensing Programs and reimburse the license fee to the Customer, with a deduction of a reasonable sum in respect of the Customer’s use of the Licensed Programs to the date of termination. The obligations set forth in clauses 11.1 and 11.2 shall not apply if the claim is caused by, or results from: (a) the Customer’s combination or use of the Licensed Programs with software, services, or products developed by the Customer or third parties, if the claim would have been avoided by the non-combined or non-modified or independent use of the Licensed Programs; (b) modification of the Licensed Programs according to Customer’s specification or by anyone other than Symetri if the third party claim would have been avoided by use of the unmodified Licensed Programs; (c) the Customer continues the allegedly infringing activity after being notified thereof or after being provided modifications or replacements that would have avoided the alleged infringement; or (d) the Customer uses or has used the Licensed Programs in a manner not in accordance with the Agreement or Symetri’s written instructions. The remedies set forth above shall be the Customer’s sole and exclusive remedies in case of a claim as referred to in clause 11.1 The Customer shall indemnify and hold harmless Symetri from and against any and all damages, costs and expenses (including reasonable fees of attorneys and other professionals) incurred as a result of any claim, suit or proceeding brought against Symetri based on the allegation that the Customer’s use of the Licensed Programs constitutes an infringement of any third party rights , including but not limited to, if such amount were Net Sales claim results from: (a) the Customer’s combination or use of Licensee. Cellegy will provide reasonable cooperation the Licensed Programs with respect software, services, or products developed by the Customer or third parties or based on the Customer’s specification, if the claim would have been avoided by the non-combined or non-modified or independent use of the Licensed Programs; (b) modification of the Licensed Programs according to any lawsuit which Licensee may bring pursuant to this Article, subject to reimbursement Customer’s specification or by anyone other than Symetri if the third party claim would have been avoided by use of its reasonable out-of-pocket expenses and reasonable attorneys fees the unmodified Licensed Programs; (c) the Customer continues the allegedly infringing activity after being notified thereof or after being provided modifications or replacements that would have avoided the alleged infringement; or (d) the Customer uses or has used the Licensed Programs in connection therewith. Licensee shall a manner not enter into any settlement in accordance with the Agreement or compromise of any such claim without the prior Symetri’s written consent of Cellegy, which shall not be unreasonably delayed or withheldinstructions.

Infringement of Intellectual Property Rights. In the event Cellegy that FRI obtains knowledge of any infringement or Licensee have reason to believe that alleged infringement by a Third Party may be infringing of any LuDOTATATE Patents, LuDOTATATE Know-How, and/or Lutathera Trademarks, FRI shall inform AAA promptly of such infringement or dilutingalleged infringement and provide AAA with any available evidence of such infringement or alleged infringement claim. AAA shall have the right but not the obligation to prosecute at its own cost and expense any claim of infringement of any Patent Right, as Know-How or Trade Mxxx. If AAA decides to prosecute any such claim, AAA shall have full control of the case may bedefense of such claim, Intellectual Property Rights or misappropriating but shall consult with FRI in all matters in relation with such defense. At the Licensed Productreasonable request of AAA, such Party shall promptly notify the other Party. Cellegy mayFRI, in at its discretion, elect to enforce the Intellectual Property Rights through legal action or otherwise, and Licensee agrees to reasonably cooperate with Cellegy in such enforcement subject to reimbursement of its reasonable own expense except out-of-pocket expenses together with any expenses, shall provide reasonable attorneys fees incurred assistance, in connection therewith. In the event Cellegy elects not to enforce the Patent Rights relating all suits or proceedings and sign all necessary documents if appropriate to the Licensed Product within sixty (60) days after notice of the possible infringement or dilution, and Licensee can demonstrate that the potential infringement or dilution is reasonably likely to result situation. Any recovery in material lost sales of the Licensed Product within the applicable country, then Licensee may institute a lawsuit or other such actions at its expense to prevent continuation of such potential infringement or dilution, and then (i) during the pendency of such action, Licensee shall be entitled to defer the payment of 50% of the royalties due to Cellegy on Net Sales under Section 8.4 in the relevant country or countries, with such deferred amount being paid to Cellegy at the successful conclusion of such action, and (ii) Licensee will retain all award, damages or compensation obtained by Licensee in such suit, except that Cellegy shall receive a portion equivalent to the royalties it would have received any action brought in accordance with the terms of this Agreement as if such amount were Net Sales of Licensee. Cellegy will provide reasonable cooperation with respect Section shall be applied first to any lawsuit which Licensee may bring pursuant to this Article, subject to reimbursement of its reasonable out-of-pocket expenses costs incurred by AAA, and reasonable attorneys fees then to the costs of FRI in connection therewithproviding assistance as contemplated by this Section, with the remainder to be retained by AAA. Licensee shall If AAA decides not enter into any settlement or compromise of to prosecute any such claim without claim, and thus causes negative effect to FRI’s business directly, the prior written consent of Cellegy, which Parties shall negotiate in good faith for a way to gain such economic recovery by FRI. Such obligation for the Parties to negotiate shall not be unreasonably delayed construed as an obligation to compensate FRI unless AAA has failed, as soon as AAA get knowledge of the infringement or withheldalleged infringement from FRI, to take all appropriate measures in order to avoid or minimize the adverse effects on FRI’s business or has not performed with Commercial Reasonable Efforts to minimize the adverse effects on FRI business as the case is fully controllable by AAA without taking any measure which could be considered as violating any, alleged or not, third party’s rights. For the purpose of this Article 17, “out-of-pocket expenses” or “out-of-pocket cost” shall mean any cost, with the exception of legal costs such as attorneys’ fees, legal procedures costs, experts fees and expenses, directly paid by a Party to a Third Party in connection with tasks required for its role, responsibility or obligation herein. Legal costs, if to be supported by AAA, shall be submitted to its prior written approval by FRI.