Common use of Infringement of Third Party Patents Clause in Contracts

Infringement of Third Party Patents. If Licensee, or any of its Affiliates or sublicensees, is subject to an action, suit or other proceeding (“Proceeding”) by a third party for infringement of a third party's patent, trademark or other intellectual property rights in the Territory because of the manufacture, use, sale or other exploitation of the Product or the Licensed Intellectual Property in the Territory, Licensee shall promptly notify Licensor in writing of such Proceeding, and the Parties shall consult with each other to agree upon the course of action to be taken. Unless otherwise agreed in writing by the Parties, Licensor shall undertake the defense of such Proceeding with counsel of its choice (which shall be reasonably acceptable to Licensee), at its own expense, in which event Licensee shall have the right to be represented by advisory counsel of its own selection at its own expense. Licensor and Licensee shall reasonably cooperate and coordinate with each other in the defense of such Proceeding and furnish all pertinent evidence and reasonable assistance in their control. Each Party shall keep the other Party reasonably informed of all material developments in connection therewith. In the event Licensor fails to assume the defense of such Proceeding, Licensee may assume such defense at the expense of Licensor; provided, however, that Licensee will not consent to the entry of any judgment or enter into any settlement with respect to the Proceeding without the prior written consent of Licensor. In connection with the foregoing, Licensor agrees to indemnify Licensee and its Affiliates and their respective officers, directors, managers, members, employees, successors and assigns against, and agrees to hold them harmless from, any Loss arising or resulting from or relating to infringement claims of the type described in this Section 3.6.

Infringement of Third Party Patents. If Licensee, or any of its Affiliates or sublicensees, is subject to an action, suit or other proceeding (“Proceeding”) by a third party for infringement of a third party's patent, trademark or other intellectual property rights in the Territory because of the manufacture, use, sale or other exploitation of the Product or the Licensed Intellectual Property in the Territory, Licensee shall promptly notify Licensor in writing of such Proceeding, and the Parties shall consult with each other to agree upon the course of action to be taken. Unless otherwise agreed in writing by the Parties, Licensor shall undertake the defense of such Proceeding with counsel of its choice (which shall be reasonably acceptable to Licensee), at its own expense, in which event Licensee shall have the right to be represented by advisory counsel of its own selection at its own expense. Licensor and Licensee shall reasonably cooperate and coordinate with each other in the defense of such Proceeding and furnish all pertinent evidence and reasonable assistance in their control. Each Party shall keep the other Party reasonably informed of all material developments in connection therewith. In the event Licensor fails that any Product manufactured, used or sold under this Agreement, becomes the subject of a Third Party claim or potential claim for patent infringement, anywhere in the world, and irrespective of whether USGN or Kidde is charged with said infringement, the parties shall promptly meet to assume consider the defense claim and the appropriate course of such Proceeding, Licensee may assume such defense at the expense of Licensoraction; provided, however, that Licensee will not USGN shall be solely responsible for any Third Party infringement claims relating to any products manufactured, used or sold by USGN pursuant to Sections 3.2 and/or 3.6 of this Agreement. Unless the parties otherwise agree, in the event of an actual claim the parties shall appoint an independent counsel, selected by mutual consent and paid equally by Kidde and USGN, and split the expense of such defense. The parties shall reasonably cooperate with the independent counsel in the defense of the claim, including if required to the entry conduct such defense, furnishing a power of any judgment or attorney. Neither party shall enter into any settlement that materially alters, derogates or diminishes the other party's rights under this Agreement, without such other party's written consent, which consent shall not be unreasonably withheld or delayed. If in the opinion of Kidde's counsel, a license with respect to such Third Party patents is necessary to avoid substantial risks which could prevent Kidde from making, using, selling, offering for sale or importing Product, then Kidde shall notify USGN of such conclusion and the Proceeding without basis for it and give USGN a reasonable opportunity to discuss Kidde's opinion. If USGN concurs in Kidde's opinion, Kidde shall have the prior written consent of Licensor. In connection right to negotiate directly with the foregoing, Licensor agrees to indemnify Licensee and its Affiliates and their respective officers, directors, managers, members, employees, successors and assigns againstsuch Third Party for a license, and agrees Kidde shall be entitled to hold them harmless from, any Loss arising or resulting from or relating to infringement claims offset fifty percent (50%) of the type described Royalties accruing, in this the country where the claim exists, during each Kidde Fiscal Quarter (as defined in Section 3.66.4) during the term of such Third Party license, as a credit against the Royalties due under Section 6.

Infringement of Third Party Patents. If LicenseeEach of the Parties shall promptly, but in any event no later than ten (10) days after receipt of notice thereof, notify the other Party in writing in the event of any claims by a Third Party of alleged patent infringement by Licensee or Lilly or any of its their respective Affiliates or sublicenseesor, is subject to an action, suit or other proceeding (“Proceeding”) by a third party for infringement of a third party's patent, trademark or other intellectual property rights in the Territory because case of Licensee, its Related Parties with respect to the manufactureresearch, Development, Manufacture, use, sale, offer for sale or other exploitation importation of the Compound or Product or (each, an “Infringement Claim”). With respect to any Infringement Claim in the Licensed Intellectual Property in the TerritoryField, Licensee shall promptly notify Licensor in writing of such Proceeding, and the Parties shall consult attempt to negotiate in good faith a resolution with each other respect thereto. If the Parties cannot settle such Infringement Claim with the appropriate Third Parties within thirty (30) days after the receipt of the notice pursuant to agree upon the course this Section 8.4.1, then Licensee shall assume control of action to be taken. Unless otherwise agreed in writing by the Parties, Licensor shall undertake the defense of such Proceeding Infringement Claim. Lilly, upon request of Licensee, agrees to join in any such litigation, and in any event to reasonably cooperate with counsel of its choice (which shall be reasonably acceptable to Licensee), in each case, at its own Licensee’s reasonable expense, in which event Licensee shall . Lilly will have the right to consult with Licensee concerning such Infringement Claim and to participate in and be represented by advisory independent counsel of its own selection in any litigation in which Lilly is a party at its own expense. Licensor and Licensee shall reasonably cooperate and coordinate with each other have the exclusive right to settle any Infringement Claim without the consent of Lilly, unless such settlement would have a material adverse impact on Lilly (in which case the defense consent of such Proceeding and furnish all pertinent evidence and reasonable assistance in their controlother Lilly shall be required). Each Party shall keep the other Party reasonably informed For purposes of all material developments in connection therewith. In the event Licensor fails to assume the defense of such Proceedingthis Section 8.4.1, Licensee may assume such defense at the expense of Licensor; provided, however, that Licensee will not consent to the entry of any judgment or enter into any settlement with respect that would involve the waiver of rights (including the rights to receive payments) of Lilly shall be deemed a material adverse impact and shall require the Proceeding without the prior written consent of Licensor. In connection with the foregoingLilly, Licensor agrees such consent not to indemnify Licensee and its Affiliates and their respective officers, directors, managers, members, employees, successors and assigns against, and agrees to hold them harmless from, any Loss arising or resulting from or relating to infringement claims of the type described in this Section 3.6be unreasonably withheld.

Infringement of Third Party Patents. If Licensee, or any of its Affiliates or sublicensees, is subject to an action, suit or other proceeding (“Proceeding”) by a third party for infringement of a third party's patent, trademark or other intellectual property rights in the Territory because of the manufacture, use, sale or other exploitation of the Product or the Licensed Intellectual Property in the TerritoryProperty, Licensee shall promptly notify Licensor in writing of such Proceeding, and the Parties shall consult with each other to agree upon the course of action to be taken. Unless During the Snap Back Period, unless otherwise agreed in writing by the Parties, Licensor shall undertake the defense of such Proceeding with counsel of its choice (which shall be reasonably acceptable to Licensee), at its own expense, in which event Licensee shall have the right to be represented by advisory counsel of its own selection at its own expense. Licensor and Licensee shall reasonably cooperate and coordinate with each other in the defense of such Proceeding and furnish all pertinent evidence and reasonable assistance in their control. Each Party shall keep the other Party reasonably informed of all material developments in connection therewith. In the event Licensor fails to assume the defense of such ProceedingProceeding during the Snap Back Period, Licensee may assume such defense at the expense of Licensor; provided, however, that Licensee will not consent to the entry of any judgment or enter into any settlement with respect to the Proceeding without the prior written consent of Licensor. In connection with the foregoing, Licensor agrees to indemnify Licensee and its Affiliates and their respective officers, directors, managers, members, employees, successors and assigns against, and agrees to hold them harmless from, any Loss loss arising or resulting from or relating to infringement claims of the type described in this Section 3.63.5.

Infringement of Third Party Patents. If Licenseethe development, or any of its Affiliates or sublicensees, is subject to an action, suit or other proceeding (“Proceeding”) by a third party for infringement of a third party's patent, trademark or other intellectual property rights in the Territory because of the manufacture, use, sale sale, offer for sale, import or other exploitation export of the Licensed Product or in the Licensed Intellectual Property Field in the TerritoryTerritory results in a claim for Patent infringement by a third party, Licensee (a “Third Party Infringement Claim”) the party first having notice of such claim shall promptly notify Licensor in writing provide written notice thereof to the other party. Licensee may, but shall not be obligated to, assume control of such Proceeding, and the Parties shall consult with each other to agree upon the course of action to be taken. Unless otherwise agreed in writing by the Parties, Licensor shall undertake the defense of the Third Party Infringement Claim, and Licensor shall fully cooperate with Licensee in pursuing any legal action deemed appropriate in Licensee’s sole discretion in respect of such Proceeding Third Party Infringement Claim, including furnishing documentary and oral evidence reasonably requested from Licensee. Licensor shall not conduct or institute any action with counsel respect to such infringement without the prior written consent of its choice (which shall be reasonably acceptable to Licensee), at its own expense, in which event . Licensor may request that Licensee pursue the Third Party Infringement Claim against such third party. Licensee shall have the right full discretion with respect to be represented by advisory counsel of its own selection at its own expense. Licensor and all such actions, however Licensee shall reasonably cooperate and coordinate not settle any Third Party Infringement Claim without the consent of Licensor if the settlement would negatively impact on Licensor. Licensee agrees to discuss in good faith such proposed Third Party Infringement Claim for up to sixty (60) days with each other in the defense of such Proceeding and furnish all pertinent evidence and reasonable assistance in their control. Each Party shall keep the other Party reasonably informed of all material developments in connection therewith. In the event Licensor fails to assume the defense of such Proceeding, Licensee may assume such defense at the expense of Licensor; provided, however, that nothing herein shall he deemed to require Licensee will not consent to the entry of pursue such Third Party Infringement Claim or any judgment or enter into any settlement with respect to the Proceeding without the prior written consent of Licensor. In connection with the foregoing, Licensor agrees to indemnify Licensee and its Affiliates and their respective officers, directors, managers, members, employees, successors and assigns against, and agrees to hold them harmless from, any Loss arising or resulting from or relating to infringement claims of the type described in this Section 3.6other claim against a third party.

Infringement of Third Party Patents. If LicenseeEach of the Parties shall promptly, but in any event no later than ten (10) days after receipt of notice thereof, notify the other Party in writing in the event of any claims by a Third Party of alleged patent infringement by Licensee or Lilly or any of its their respective Affiliates or sublicenseesor, is subject to an action, suit or other proceeding (“Proceeding”) by a third party for infringement of a third party's patent, trademark or other intellectual property rights in the Territory because case of Licensee, its Related Parties with respect to the manufactureresearch, Development, Manufacture, use, sale, offer for sale or other exploitation importation of the Compound or Product or (each, an “Infringement Claim”). With respect to any Infringement Claim in the Licensed Intellectual Property in the TerritoryField, Licensee shall promptly notify Licensor in writing of such Proceeding, and the Parties shall consult attempt to negotiate in good faith a resolution with each other respect thereto. If the Parties cannot settle such Infringement Claim with the appropriate Third Parties within thirty (30) days after the receipt of the notice pursuant to agree upon the course this Section 8.4.1, then Licensee shall assume control of action to be taken. Unless otherwise agreed in writing by the Parties, Licensor shall undertake the defense of such Proceeding Infringement Claim. Lilly, upon request of Licensee, agrees to join in any such litigation, and in any event to reasonably cooperate with counsel of its choice (which shall be reasonably acceptable to Licensee), in each case, at its own Licensee’s reasonable expense, in which event Licensee shall . Lilly will have the right to consult with Licensee concerning such Infringement Claim and to participate in and be represented by advisory independent counsel of its own selection in any litigation in which Lilly is a party at its own expense. Licensor and Licensee shall reasonably cooperate and coordinate with each other have the exclusive right to settle any Infringement Claim without the consent of Lilly, unless such settlement would have a material adverse impact on Lilly (in which case the defense consent of such Proceeding and furnish all pertinent evidence and reasonable assistance in their controlother Lilly shall be required). Each Party shall keep the other Party reasonably informed For purposes of all material developments in connection therewith. In the event Licensor fails to assume the defense of such Proceedingthis Section 8.4.1, Licensee may assume such defense at the expense of Licensor; provided, however, that Licensee will not consent to the entry of any judgment or enter into any settlement with respect that would involve the waiver of rights (including the rights to receive payments) of Lilly shall be deemed a material adverse impact and shall require the Proceeding without the prior written consent of Licensor. In connection with the foregoingLilly, Licensor agrees such consent not to indemnify Licensee and its Affiliates and their respective officersbe unreasonably withheld, directors, managers, members, employees, successors and assigns against, and agrees to hold them harmless from, any Loss arising conditioned or resulting from or relating to infringement claims of the type described in this Section 3.6delayed.

Infringement of Third Party Patents. If LicenseeEach of the Parties shall promptly, but in any event no later than ten (10) days after receipt of notice thereof, notify the other Party in writing in the event of any claims by a Third Party of alleged patent infringement by Licensee or VBL or any of its their respective Affiliates or sublicensees, is subject to an action, suit or other proceeding sublicensees (“Proceeding”) by a third party for infringement of a third party's patent, trademark or other intellectual property rights in the Territory because case of VBL) or Sublicensees (in the case of Licensee) with respect to the research, development, manufacture, use, sale, offer for sale or other exploitation importation of the a Product or the Licensed Intellectual Property in the Territory(each, Licensee an “Infringement Claim”). With respect to any Infringement Claim, VBL shall promptly notify Licensor in writing assume control of such Proceeding, and the Parties shall consult with each other to agree upon the course of action to be taken. Unless otherwise agreed in writing by the Parties, Licensor shall undertake the defense of such Proceeding Infringement Claim at its sole cost and expense and shall keep Licensee informed of the status thereof. Licensee, upon reasonable request of VBL, agrees to use Commercially Reasonable Efforts to cooperate with VBL in any such proceedings at VBL’s expense (including, if legally required, joining as a party to such proceedings at VBL’s expense). Licensee will have the right to consult with VBL concerning such Infringement Claim and to participate in and be represented by independent counsel of its choice (which shall be reasonably acceptable to Licensee), at its own expense, in any litigation in which event Licensee shall have the right to be represented by advisory counsel of its own selection is a party at its own expense. Licensor and VBL shall have the exclusive right to settle any Infringement Claim without the consent of Licensee, as long as such settlement does not have a material adverse impact on Licensee (in which case the consent of Licensee shall reasonably cooperate be required). For purposes of this Section 9.3.1, any settlement that would involve the waiver or loss of rights (including the rights to receive payments) of Licensee hereunder shall be deemed a material adverse impact and coordinate with each shall require the consent of Licensee, which consent shall not be unreasonably withheld. For the avoidance of doubt, any consent from Licensee for such settlement shall not limit Licensee’s right to indemnification under ARTICLE 11 or any other in the defense of such Proceeding and furnish all pertinent evidence and reasonable assistance in their control. Each Party shall keep the other Party reasonably informed of all material developments in connection therewith. In the event Licensor fails to assume the defense of such Proceeding, remedies that Licensee may assume such defense have at the expense of Licensor; provided, however, that Licensee will not consent to the entry of any judgment law or enter into any settlement with respect to the Proceeding without the prior written consent of Licensor. In connection with the foregoing, Licensor agrees to indemnify Licensee and its Affiliates and their respective officers, directors, managers, members, employees, successors and assigns against, and agrees to hold them harmless from, any Loss arising or resulting from or relating to infringement claims of the type described in this Section 3.6equity.