Common use of Rights in Intellectual Property Clause in Contracts

Rights in Intellectual Property. 5.1 LICENSEE acknowledges that the Technology may contain Confidential Information of ETPL or ETPL’s Affiliates and LICENSEE shall treat in confidence any information relating to the Technology, save for information that is in the public domain through no fault of its obligations herein. 5.2 LICENSEE shall take all reasonable steps, including, but not limited to, those steps taken to protect its own information, data or other tangible or intangible property that it regards as proprietary or confidential, to ensure that the Confidential Information is not disclosed or duplicated for the use of any third party, and shall take all reasonable steps to prevent its officers and employees, or any other persons having access to the Confidential Information, from disclosing or making unauthorised use of any Confidential Information, or from committing any acts of omissions that may result in a violation of this Agreement. 5.3 LICENSEE shall not do anything which might bring into question ETPL or ETPL’s Affiliates’ ownership of the Technology licensed by ETPL to LICENSEE under this Agreement or their validity. 5.5 LICENSEE shall notify ETPL in writing as soon as practicable after it becomes aware of:- 5.5.1 any actual, threatened or suspected infringement of any Intellectual Property of ETPL in respect of the Technology or any breach of confidence relating to any of the foregoing; or 5.5.2 any claim brought against LICENSEE or any other person alleging that its use of the Technology infringes any Intellectual Property or other rights belonging to or alleged to belong to the claimant. 5.6 ETPL or its Affiliates shall have the right but not the obligation, at its option and expense, to prosecute and defend any and all infringements provided that all damages, costs or other benefits obtained as a result belongs to ETPL. 5.7 To the extent permitted by law, LICENSEE may, under its own control and expense, prosecute any third party infringement of the Technology with respect to the Licensed Products within the Field of Use and Territory, and defend infringement claims made against it, provided that LICENSEE shall not file suit against such third party infringer without prior written notice and in close consultation with ETPL. LICENSEE shall hold ETPL harmless from, and indemnify ETPL against, any costs, expenses, or liability that ETPL incurs in connection with any such action initiated by LICENSEE under this clause 5.6. LICENSEE shall not take any material action that would affect any Patent or application for the same and/or the validity of the Technology, or enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action without the prior written consent of ETPL. All resulting damages, costs and monetary benefit will be the property of LICENSEE, provided however that any recovery that exceeds the costs of any infringement action will be treated as Net Sales for the purpose of Royalties. If after a reasonable period of time following actual knowledge of a third party infringement LICENSEE does not prosecute such infringement, ETPL or its Affiliates shall have the right but not the obligation to prosecute such infringement at its own cost, and any resulting monetary damages award shall be retained by ETPL. 5.8 During the Term, ETPL shall bear all patent application costs and all patent costs (including those for divisional filings and grants) relating to prosecution and maintenance of the Patents licensed hereunder in Singapore, United States, up to three (3) countries in the European Patent Office, and the People’s Republic of China. Licensee shall bear all other patent application costs and all patent costs (including those for divisional filings and grants) relating to prosecution and maintenance of the Patents licensed hereunder within the Territory. Licensee shall give ETPL all reasonable assistance necessary for the prosecution and maintenance of the applications for the Patents. For the avoidance of doubt, ETPL does not warrant or represent that any patent application in respect of the Technology will be granted or that it will file applications in all or any part of the Territory in respect of the Technology, or if granted, will be valid.

Rights in Intellectual Property. 5.1 LICENSEE acknowledges that the Technology may contain Confidential Information of ETPL or ETPL’s Affiliates and LICENSEE shall treat in confidence any information relating to the Technology, save for information that is in the public domain through no fault of its obligations herein. 5.2 LICENSEE shall take all reasonable steps, including, but not limited to, those steps taken to protect its own information, data or other tangible or intangible property that it regards as proprietary or confidential, to ensure that the Confidential Information is not disclosed or duplicated for the use of any third party, and shall take all reasonable steps to prevent its officers and employees, or any other persons having access to the Confidential Information, from disclosing or making unauthorised use of any Confidential Information, or from committing any acts of omissions that may result in a violation of this Agreement. 5.3 LICENSEE shall not do anything which might bring into question ETPL or ETPL’s Affiliates’ ownership of the Technology licensed by ETPL to LICENSEE under this Agreement or their validity. 5.5 5.4 LICENSEE shall notify ETPL in writing as soon as practicable after it becomes aware of:- 5.5.1 5.4.1 any actual, threatened or suspected infringement of any Intellectual Property of ETPL in respect of the Technology or any breach of confidence relating to any of the foregoing; or 5.5.2 5.4.2 any claim brought against LICENSEE or any other person alleging that its use of the Technology infringes any Intellectual Property or other rights belonging to or alleged to belong to the claimant. 5.6 5.5 ETPL or its Affiliates shall have the right but not the obligation, at its option and expense, to prosecute and defend any and all infringements provided that all damages, costs or other benefits obtained as a result belongs to ETPL. 5.7 To the extent permitted by law, LICENSEE may, under its own control and expense, prosecute any third party infringement of the Technology with respect to the Licensed Products within the Field of Use and Territory, and defend infringement claims made against it, provided that LICENSEE shall not file suit against such third party infringer without prior written notice and in close consultation with ETPL. LICENSEE shall hold ETPL harmless from, and indemnify ETPL against, any costs, expenses, or liability that ETPL incurs in connection with any such action initiated by LICENSEE under this clause 5.6. LICENSEE shall not take any material action that would affect any Patent or application for the same and/or the validity of the Technology, or enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action without the prior written consent of ETPL. All resulting damages, costs and monetary benefit will be the property of LICENSEE, provided however that any recovery that exceeds the costs of any infringement action will be treated as Net Sales for the purpose of Royalties. If after a reasonable period of time following actual knowledge of a third party infringement LICENSEE does not prosecute such infringement, ETPL or its Affiliates shall have the right but not the obligation to prosecute such infringement at its own cost, and any resulting monetary damages award shall be retained by ETPL. 5.8 During the Term, ETPL shall bear all patent application costs and all patent costs (including those for divisional filings and grants) relating to prosecution and maintenance of the Patents licensed hereunder in Singapore, United States, up to three (3) countries in the European Patent Office, and the People’s Republic of China. Licensee shall bear all other patent application costs and all patent costs (including those for divisional filings and grants) relating to prosecution and maintenance of the Patents licensed hereunder within the Territory. Licensee shall give ETPL all reasonable assistance necessary for the prosecution and maintenance of the applications for the Patents. For the avoidance of doubt, ETPL does not warrant or represent that any patent application in respect of the Technology will be granted or that it will file applications in all or any part of the Territory in respect of the Technology, or if granted, will be valid.