Common use of NOTICE OF INFRINGEMENT; THIRD PARTY INFRINGEMENT Clause in Contracts

NOTICE OF INFRINGEMENT; THIRD PARTY INFRINGEMENT. Licensor and Licensee shall each give immediate written notice to the other of any infringement of a Patent Right or misappropriation of Know-How or Improvements by any third party in the Field of Use as may come to its knowledge. Notwithstanding Section 7.1, if Licensor has not within six (6) months from the date on which it is notified or otherwise becomes aware of an infringement or misappropriation of the Licensed Proprietary Property in the Field of Use either terminated such infringement or initiated legal action against the infringer or defendant, it shall, upon written request of Licensee, grant to Licensee the right to prosecute an action against the infringer or defendant at Licensee’s expense. Licensor agrees, in the event that Licensee cannot prosecute such infringement or misappropriation in its own name, to sign and give to Licensee, as soon as practicable, all necessary documents in order for Licensee to prosecute at Licensee’s expense but in the name of Licensor, such infringement or misappropriation. Licensee shall be entitled to deduct all of its expenses, including costs and legal fees incurred in bringing and prosecuting such infringement or misappropriation action, from royalties due Licensor with respect to the country in which such action is prosecuted after commencement of such infringement or misappropriation action. In the event Licensee desires to settle or compromise such suit or action in a manner that may adversely impact Licensor or Licensed Proprietary Property, Licensee shall not so settle or compromise such suit or action without the prior written consent of Licensor. In the event Licensee shall recover profits and/or damages from said infringer or defendant, Licensee agrees to pay to Licensor twenty-five percent (25%) of any amounts paid to it by said infringer or defendant after deducting any of its expenses, including costs and legal fees incurred in such litigation.

NOTICE OF INFRINGEMENT; THIRD PARTY INFRINGEMENT. Licensor and Licensee shall each give immediate written notice to the other of any infringement of a Patent Right or misappropriation of Know-How or Improvements by any third party in the Field of Use as may come to its knowledge. Notwithstanding Section 7.1, if Licensor has not within six (6) months from the date on which it is notified or otherwise becomes aware of an infringement or misappropriation of the Licensed Proprietary Property in the Field of Use either terminated such infringement or initiated legal action against the infringer or defendant, it shall, upon written request of Licensee, grant to Licensee the right to prosecute an action against the infringer or defendant at Licensee’s 's expense. Licensor agrees, in the event that Licensee cannot prosecute such infringement or misappropriation in its own name, to sign and give to Licensee, as soon as practicable, all necessary documents in order for Licensee to prosecute at Licensee’s 's expense but in the name of Licensor, such infringement or misappropriation. Licensee shall be entitled to deduct all of its expenses, including costs and legal fees incurred in bringing and prosecuting such infringement or misappropriation action, from royalties due Licensor with respect to the country in which such action is prosecuted after commencement of such infringement or misappropriation action. In the event Licensee desires to settle or compromise such suit or action in a manner that may adversely impact Licensor or Licensed Proprietary Property, Licensee shall not so settle or compromise such suit or action without the prior written consent of Licensor. In the event Licensee shall recover profits and/or damages from said infringer or defendant, Licensee agrees to pay to Licensor twenty-five percent (25%) of any amounts paid to it by said infringer or defendant after deducting any of its expenses, including costs and legal fees incurred in such litigation.