Common use of Infringement of Product Trademarks Clause in Contracts

Infringement of Product Trademarks. In the event that Shore, CHRP or Santarus becomes aware of (a) actual infringement of a Product Trademark in the Territory; (b) a xxxx or name confusingly similar to a Product Trademark in the Territory; or (c) any unfair trade practices, trade dress imitation, passing off, or like offenses in the Territory that relate to a Product Trademark in the Territory, such Party shall promptly so notify the other Party in writing. Santarus shall have the right, but not the obligation, at its sole cost and expense, to initiate, prosecute, and control an infringement action or file any other appropriate action or claim related to infringement of such Product Trademark against any Third Party in the Territory. If Santarus fails to bring such infringement action within a period of [***] after delivery of the notice set forth above, then Shore shall have the right, but not the obligation, at its cost and expense, to initiate, prosecute, and control an infringement action or file any other appropriate action or claim related to infringement of the Product Trademark against any Third Party. In either event, as between Shore and Santarus, the Party not bringing any such action (i) shall have the right (at its own expense) to participate in such action and to be represented by counsel of its own choice, and (ii) agrees, at the request and expense of the Party bringing such action, to be joined as a party to the suit and to provide reasonable assistance in any such action (at the controlling Party’s cost). The Party controlling such action shall take all reasonable and appropriate steps to protect, defend, and maintain the Product Trademarks for use by the Parties and shall have the right to control settlement of such action; provided, however, that no settlement shall be entered into without the written consent of the other Party (Shore or Santarus, as the case may be), which consent shall not be unreasonably ***Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. withheld, conditioned or delayed. Any damages or monetary award recovered shall be retained by the Party bringing such action in connection with such litigation; provided, however, that any net damages or monetary award recovered by Santarus and attributable to lost sales of Licensed Products shall be included in Net Sales for which royalties shall be paid under ARTICLE 7.

Infringement of Product Trademarks. In Each Party shall notify the event that ShoreJoint Project Team promptly upon learning of any actual, CHRP alleged or Santarus becomes aware of (a) actual threatened infringement of a Product Trademark applicable to a Licensed Product in the Territory; (b) a xxxx , or name confusingly similar to a Product Trademark in the Territory; or (c) of any unfair trade practices, trade dress imitation, passing offoff of counterfeit goods, or like offenses in the Territory that relate to Territory. Upon learning of such offenses from a Party regarding a Product Trademark, the Joint Project Team shall confer with the Parties regarding the defense of the Product Trademark. The ultimate decision whether and how to defend such Product Trademark in the Territorywill rest with OSI, such Party shall promptly so notify the other Party in writing. Santarus and OSI shall have the right, but not the obligation, at its sole cost first right to respond to and expense, to initiate, prosecute, and control an infringement action or file defend any other appropriate action or claim related to infringement of such Product Trademark against any Third Party in the Territory. If Santarus fails to bring such infringement action or offense. In the event that OSI elects, within a period of [***] after delivery of the notice set forth aboveninety (90) days, then Shore not to respond to or defend any such infringement or offense or abandons such defense, then, in such event, Genentech shall have the right, but not the obligation, at its cost option to respond to and expense, to initiate, prosecute, and control an defend against such infringement action or file any other appropriate action or claim related to infringement of offense. The Party defending the Product Trademark against any Third Party. In either event, as between Shore and Santarus, the Party not bringing any such action (i) shall have the right (at its own expense) to participate in such action and to be represented by counsel of its own choice, and (ii) agrees, at the request and expense of the Party bringing such action, to be joined as a party to the suit and to provide reasonable assistance in any such action (at the controlling Party’s cost). The Party controlling such action shall take all reasonable and appropriate steps to protect, defend, defend and maintain the Product Trademarks Trademark for use by the Parties in the Territory in connection with the Licensed Product. The Parties shall cooperate in good faith with respect to all Product Trademark enforcement actions hereunder, and each Party shall notify the other Party promptly of all substantive developments with respect to such Product Trademark enforcement actions, including, but not limited to, all material filings, court papers and other related documents. Each Party shall consider the timely given, reasonable comments and advice of the other Party with respect to the strategy employed and submissions made relative to any Product Trademark enforcement actions. In addition, the Party bringing suit to enforce any trademark shall also have the right to control settlement of such actionclaim; provided, however, that no settlement shall be entered into without the written consent of the other Party (Shore or Santarusif such settlement would materially and adversely affect the interests of such other Party. If there is no agreement between the Parties regarding such settlement, as then the case may be), which consent shall not dispute will be unreasonably ***Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect resolved pursuant to the omitted portions. withheld, conditioned or delayed. Any damages or monetary award recovered shall be retained by the Party bringing such action in connection with such litigation; provided, however, that any net damages or monetary award recovered by Santarus and attributable to lost sales of Licensed Products shall be included in Net Sales for which royalties shall be paid under ARTICLE 7Article 16 below.