Common use of Infringement of Rights Clause in Contracts

Infringement of Rights. NICC shall promptly advise Nestle USA, in writing, upon becoming aware of any infringement, potential infringement or threatened infringement of any of the Other Nestle USA Proprietary Information in the Territory or any claim that the Other Nestle USA Proprietary Information infringes the intellectual property rights of another Person in the Territory. Nestle USA or its designated Affiliate shall have the initial right to determine the appropriate action, if any, to be taken with respect to any such infringement. If Nestle USA or its designated Affiliate initiates an enforcement suit or proceeding or intervenes to defend any claim of infringement of the rights of another, it shall have the right to exclusive control of any such suit or proceeding (provided, however, that NICC shall remain a party to such suit to the extent so required). NICC shall cooperate with Nestle USA with respect to any such proceedings, including, without limitation, joining as a party to any litigation, if required. If, on request by NICC, Nestle USA 8 <PAGE> refuses to pursue infringers within a reasonable time, NICC shall be entitled to take reasonable appropriate actions to challenge such infringement at its own expense. If NICC institutes suit pursuant to this Section 6.3, Nestle USA shall (a) provide reasonable assistance to NICC and (b) have the right to participate and represent its interests through other counsel of its own choosing and at its own cost. In addition, in no event shall NICC have the right, without the prior written consent of Nestle USA, to acknowledge the validity of a claim that the Other Nestle USA Proprietary Information infringes the intellectual property rights of another Person, to obtain or seek a license from such Person or to take any other action which might impair the ability of Nestle USA or its designated Affiliate to contest the claim of such Person if Nestle USA so elects. NICC agrees at the request of Nestle USA to make and have made reasonable modifications requested by Nestle USA in NICC's use of the elements of the Other Nestle USA Proprietary Information in question or so long as such modifications would not have a material adverse effect on NICC if Nestle USA, in its sole discretion, reasonably exercised, determines that such action is necessary to resolve or settle the claim or suit or eliminate or reduce the threat of a claim or suit by such Person.

Infringement of Rights. NICC shall promptly advise Nestle USAGroup, in writing, upon becoming aware of any infringement, potential infringement or threatened infringement of any of the Other Nestle USA Proprietary Information Licensed Property or the Work Product in the Territory or any claim that the Other Nestle USA Proprietary Information Licensed Property or the Work Product infringes the intellectual property rights of another Person in the Territory. Nestle USA or its designated Affiliate Group shall have the initial right to determine the appropriate action, if any, to be taken with respect to any such infringement. If Nestle USA Group or its designated an Affiliate initiates an enforcement suit or proceeding or intervenes to defend any claim of infringement of the rights of another, it shall have the right to exclusive control of any such suit or proceeding (provided, however, that NICC shall remain a party to such suit to the extent so required). NICC shall cooperate with Nestle USA Group with respect to any such proceedings, including, without limitation, joining as a party to any litigation, if required. If, on request by NICC, Nestle USA 8 <PAGE> Group refuses to pursue infringers within a reasonable time, NICC shall be entitled to take reasonable appropriate actions to challenge such infringement at its own expense. If NICC or an Affiliate institutes suit pursuant to this Section 6.39.3, Nestle USA Group shall (a) provide reasonable assistance to NICC and (b) have the right to participate and represent its interests through other counsel of its own choosing and at its own cost. In addition, in no event shall NICC have the right, without the prior written consent of Nestle USAGroup, to acknowledge the validity of a claim that the Other Nestle USA Proprietary Information Licensed Property or the Work Product infringes the intellectual property rights of another Person, to obtain or seek a license from such Person or to take any other action which might impair the ability of Nestle USA or its designated Affiliate Group to contest the claim of such Person if Nestle USA Group so elects. NICC agrees at the request of Nestle USA Group to make and have made reasonable modifications requested by Nestle USA Group in NICC's use of the elements of the Other Nestle USA Proprietary Information Licensed Property or the Work Product in question or so long as such modifications would not have a material adverse effect on NICC if Nestle USAGroup, in its sole discretion, reasonably exercised, determines that such action is necessary to resolve or settle the claim or suit or eliminate or reduce the threat of a claim or suit by such Person.

Infringement of Rights. NICC SUBLICENSEE shall promptly advise Nestle USASUBLICENSOR, in writing, upon becoming aware of any infringement, potential infringement or threatened infringement of any of the Other Nestle USA Pillsbury Proprietary Information in the Territory or any claim that the Other Nestle USA Pillsbury Proprietary Information infringes the intellectual property rights of another Person in the Territory. Nestle USA SUBLICENSOR or its designated Affiliate designee shall have the initial right to determine the appropriate action, if any, to be taken with respect to any such infringementinfringement with regard to the Other Pillsbury Proprietary Information. If Nestle USA SUBLICENSOR or its designated Affiliate designee initiates an enforcement suit or proceeding or intervenes to defend any claim of infringement of the rights of another, it shall have the right to exclusive control of any such suit or proceeding (provided, however, that NICC SUBLICENSEE shall remain a party to such suit to the extent so required). NICC SUBLICENSEE shall cooperate with Nestle USA SUBLICENSOR with respect to any such proceedings, including, without limitation, joining as a party to any litigation, if required. If, on request by NICCSUBLICENSEE, Nestle USA 8 <PAGE> SUBLICENSOR refuses to pursue infringers of the Other Pillsbury Proprietary Information within a reasonable time, NICC SUBLICENSEE shall be entitled to take reasonable appropriate actions to challenge such infringement at its own expense. If NICC SUBLICENSEE institutes suit pursuant to this Section 6.35.3, Nestle USA SUBLICENSOR shall (a) provide reasonable assistance to NICC SUBLICENSEE and (b) have the right to participate and represent its interests through other counsel of its own choosing and at its own cost. In addition, in no event shall NICC SUBLICENSEE have the right, without the prior written consent of Nestle USASUBLICENSOR, to acknowledge the validity of a claim that the Other Nestle USA Pillsbury Proprietary Information infringes the intellectual property rights of another Person, to obtain or seek a license from such Person or to take any other action which might impair the ability of Nestle USA or its designated Affiliate SUBLICENSOR to contest the claim of such Person if Nestle USA SUBLICENSOR so elects. NICC SUBLICENSEE agrees at the request of Nestle USA SUBLICENSOR to make and have made reasonable modifications requested by Nestle USA SUBLICENSOR in NICCSUBLICENSEE's use of the elements of the Other Nestle USA Pillsbury Proprietary Information in question or so long as such modifications would not have a material adverse effect on NICC SUBLICENSEE if Nestle USASUBLICENSOR, in its sole discretion, reasonably exercised, determines that such action is necessary to resolve or settle the claim or suit or eliminate or reduce the threat of a claim or suit by such Person.

Infringement of Rights. NICC shall promptly advise Nestle USA, in writing, upon becoming aware of any infringement, potential infringement or threatened infringement of any of the Other Nestle USA Proprietary Information in the Territory or any claim that the Other Nestle USA Proprietary Information infringes the intellectual property rights of another Person in the Territory. Nestle USA or its designated Affiliate shall have the initial right to determine the appropriate action, if any, to be taken with respect to any such infringement. If Nestle USA or its designated Affiliate initiates an enforcement suit or proceeding or intervenes to defend any claim of infringement of the rights of another, it shall have the right to exclusive control of any such suit or proceeding (provided, however, that NICC shall remain a party to such suit to the extent so required). NICC shall cooperate with Nestle USA with respect to any such proceedings, including, without limitation, joining as a party to any litigation, if required. If, on request by NICC, Nestle USA 8 <PAGE> refuses to pursue infringers within a reasonable time, NICC shall be entitled to take reasonable appropriate actions to challenge such infringement at its own expense. If NICC institutes suit pursuant to this Section 6.3, Nestle USA shall (a) provide reasonable assistance to NICC and (b) have the right to participate and represent its interests through other counsel of its own choosing and at its own cost. In addition, in no event shall NICC have the right, without the prior written consent of Nestle USA, to acknowledge the validity of a claim that the Other Nestle USA Proprietary Information infringes the intellectual property rights of another Person, to obtain or seek a license from such Person or to take any other action which might impair the ability of Nestle USA or its designated Affiliate to contest the claim of such Person if Nestle USA so elects. NICC agrees at the request of Nestle USA to make and have made reasonable modifications requested by Nestle USA in NICC's use of the elements of the Other Nestle USA Proprietary Information in question or so long as such modifications would not have a material adverse effect on NICC if Nestle USA, in its sole discretion, reasonably exercised, determines that such action is necessary to resolve or settle the claim or suit or eliminate or reduce the threat of a claim or suit by such Person.

Infringement of Rights. NICC SUBLICENSEE shall promptly advise Nestle USASUBLICENSOR, in writing, upon becoming aware of any infringement, potential infringement or threatened infringement of any of the Other Nestle USA Proprietary Information Pillsbury Licensed Property or the Work Product in the Territory or any claim that the Other Nestle USA Proprietary Information Pillsbury Licensed Property or Work Product infringes the intellectual property rights of another Person in the Territory. Nestle USA or its designated Affiliate SUBLICENSOR shall have the initial right to determine the appropriate action, if any, to be taken with respect to any such infringementinfringement with regard to the Pillsbury Licensed Property or Work Product. If Nestle USA SUBLICENSOR or its designated Affiliate designee initiates an enforcement suit or proceeding or intervenes to defend any claim of infringement of the rights of another, it shall have the right to exclusive control of any such suit or proceeding (provided, however, that NICC SUBLICENSEE shall remain a party to such suit to the extent so required). NICC SUBLICENSEE shall cooperate with Nestle USA SUBLICENSOR with respect to any such proceedings, including, without limitation, joining as a party to any litigation, if required. If, on request by NICCSUBLICENSEE, Nestle USA 8 <PAGE> SUBLICENSOR refuses to pursue infringers of the Pillsbury Licensed Property or Work Product within a reasonable time, NICC SUBLICENSEE shall be entitled to take reasonable appropriate actions to challenge such infringement at its own expense. If NICC SUBLICENSEE institutes suit pursuant to this Section 6.3, Nestle USA SUBLICENSOR shall (a) provide reasonable assistance to NICC SUBLICENSEE and (b) have the right to participate and represent its interests through other counsel of its own choosing and at its own cost. In addition, in no event shall NICC SUBLICENSEE have the right, without the prior written consent of Nestle USASUBLICENSOR, to acknowledge the validity of a claim that the Other Nestle USA Proprietary Information Pillsbury Licensed Property or Work Product infringes the intellectual property rights of another Person, to obtain or seek a license from such Person or to take any other action which might impair the ability of Nestle USA SUBLICENSOR or its designated Affiliate designee to contest the claim of such Person if Nestle USA SUBLICENSOR so elects. NICC SUBLICENSEE agrees at the request of Nestle USA SUBLICENSOR to make and have made reasonable modifications requested by Nestle USA SUBLICENSOR in NICCSUBLICENSEE's use of the elements of the Other Nestle USA Proprietary Information Pillsbury Licensed Property or Work Product in question or so long as such modifications would not have a material adverse effect on NICC SUBLICENSEE if Nestle USASUBLICENSOR, in its sole discretion, reasonably exercised, determines that such action is necessary to resolve or settle the claim or suit or eliminate or reduce the threat of a claim or suit by such Person.