Common use of Infringement of Trademarks and Copyrights Clause in Contracts

Infringement of Trademarks and Copyrights. Each Party shall take all reasonable and appropriate steps to protect, defend and maintain each trademark and copyright owned by such Party hereunder for use in connection with a Collaboration Product, and all registrations therefor. Each Party shall notify the other Party promptly upon learning of any actual, alleged or threatened infringement of a trademark, trade dress, logo, slogan, copyright, or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses. Upon learning of such offenses, the Party owning such trademark or copyright shall have the obligation to, in consultation with the other Party, institute and control an appropriate action or proceeding to halt the offense, unless the Parties otherwise mutually agree. All Recoveries in connection therewith will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, and any remaining amounts (if any) with respect to the US Territory will be included in US Product Profits for the applicable calendar year. Such other Party shall have the right to participate fully in all such actions or proceedings. During the Term, in the event that the Party owning such trademark or copyright does not undertake such an infringement action then, in the case that such owning Party is New River, Shire shall be permitted to do so and all Recoveries in connection therewith will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, and any remaining amounts (if any) with respect to the US Territory will be included in US Product Profits for the applicable calendar year. For the purposes of this Section 11.9.4, the Party that brings suit to enforce a given trademark or copyright shall also have the right to control settlement of such claim; provided, however, that no settlement shall be entered into without the written consent of the other Party, not to be unreasonably withheld, conditioned or delayed.

Infringement of Trademarks and Copyrights. Each Party shall take all reasonable and appropriate steps to protect, defend and maintain each trademark and copyright owned by such Party hereunder for use in connection with a Collaboration Product, and all registrations therefor. Each Party shall notify the other Party promptly upon learning of any actual, alleged or threatened infringement of a trademark, trade dress, logo, slogan, copyright, or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses. Upon learning of such offenses, the Party owning such trademark or copyright shall have the obligation to, in consultation with the other Party, institute and control an appropriate action or proceeding to halt the offense, unless the Parties otherwise mutually agree. All Recoveries in connection therewith will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, and with any remaining amounts (if any) with respect to a country in the US ROW Territory will to be included in US Product Profits for the applicable calendar yearshared equally. Such other Party shall have the right to participate fully in all such actions or proceedings. During the Term, in the event that the Party owning such trademark or copyright does not undertake such an infringement action then, in the case that such owning Party is New River, Shire shall be permitted to do so and all Recoveries in connection therewith will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, and with any remaining amounts (if any) with respect to a country in the US ROW Territory will to be included in US Product Profits for the applicable calendar yearshared equally. For the purposes of this Section 11.9.410.9.4, the Party that brings suit to enforce a given trademark or copyright shall also have the right to control settlement of such claim; provided, however, that no settlement shall be entered into without the written consent of the other Party, not to be unreasonably withheld, conditioned or delayed.

Infringement of Trademarks and Copyrights. Each Party shall take all reasonable and appropriate steps to protect, defend and maintain each trademark and copyright owned by such Party hereunder for use in connection with a Collaboration Product, and all registrations therefor. Each Party shall notify the other Party promptly upon learning of any actual, alleged or threatened infringement of a trademark, trade dress, logo, slogan, copyright, or of , (i) any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses. Upon learning of such offenses, Recovery with respect to a country in the Party owning such trademark or copyright shall have the obligation to, in consultation with the other Party, institute and control an appropriate action or proceeding to halt the offense, unless the Parties otherwise mutually agree. All Recoveries in connection therewith ROW Territory will be allocated first to the costs and expenses of the Party taking such actionshared equally, and second, to the costs and expenses (if anyii) of the other Party, and any remaining amounts (if any) Recovery with respect to the US Territory will be included in US Product Profits for the applicable calendar year. Such other Party shall have the right to participate fully in all such actions or proceedings. During the Term, in the event that the Party owning such trademark or copyright does not undertake such an infringement action then, in the case that such owning Party is New River, Shire shall be permitted to do so and all Recoveries in connection therewith will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, and with any remaining amounts (if any) to be allocated as follows: (i) any Recovery with respect to a country in the ROW Territory will be shared equally, and (ii) any Recovery with respect to the US Territory will be included in US Product Profits for the applicable calendar year. For the purposes of this Section 11.9.4, the Party that brings suit to enforce a given trademark or copyright shall also have the right to control settlement of such claim; provided, however, that no settlement shall be entered into without the written consent of the other Party, not to be unreasonably withheld, conditioned or delayed.