Infringement or Misappropriation of Intellectual Property Sample Clauses

Infringement or Misappropriation of Intellectual Property. If either Party learns of an infringement or threatened infringement of the Patents or Trademarks, or of a misappropriation of Know-How, in Mexico in which exists a colorable cause of action for infringement, including patent infringement or provisional rights, or for misappropriation of trade secrets, the Party first learning of or discovering the alleged infringement or misappropriation shall promptly notify the other Party in writing and shall provide the other Party with all information reasonably available to the notifying Party evidencing such infringement or threatened infringement, or of such misappropriation. Upon such notice, the Parties shall in good faith consult in an effort to determine whether a reasonably prudent owner or licensee of intellectual property would institute litigation to enforce the rights at issue in light of all relevant business, economic, and legal factors (including the projected cost of litigation, the likelihood of success on the merits, the probable amount of any damage award, the prospects for satisfaction of any judgment against the alleged infringer or other potential defendant, the possibility of counterclaims against the Parties or a party related thereto, the diversion of Oscient’s and Pfizer Mexico’s human and economic resources, the impact of any possible adverse outcome on Oscient or Pfizer Mexico, and the effect any publicity might have on Oscient’s or Pfizer Mexico’s respective reputations and goodwill). If Pfizer Mexico has standing, Pfizer Mexico shall have the right, but not the obligation, to bring, defend and maintain any appropriate suit or action, or commence settlement negotiations with an alleged infringer, or other potential defendant, for abatement of the infringement or threatened infringement of the Patents or Trademarks, or of the misappropriation of the Know-How, in Mexico, at Pfizer Mexico’s sole expense. Oscient or its designee shall have the right to participate in any such suit or action using independent counsel, at its sole expense. If Pfizer Mexico lacks such standing and requests Oscient to join Pfizer Mexico as a party in such suit or action in order for Pfizer Mexico to bring such an action, Oscient shall execute all papers and perform such other acts as may be reasonably requested by Pfizer Mexico, at Pfizer Mexico’s sole expense. Any amount recovered by Pfizer Mexico as a result of such suit or action shall first be applied to reimburse each of the Parties, pro rata, for any costs ...

Infringement or Misappropriation of Intellectual Property. (i) Supplier shall defend, indemnify and hold the Company Indemnitees harmless from and against all Losses based on, arising out of or otherwise in connection with any claim (threatened or actual) made by a third party not affiliated with Company based upon infringement or misappropriation of any Intellectual Property rights to the extent arising in connection with the Supplier Property, Deliverables or Services provided under this Agreement.