Common use of Suspected Infringement Clause in Contracts

Suspected Infringement. 5.2.1 The Licensee shall promptly (upon becoming aware) notify the Licensor in writing of: (a) any conduct of a Third Party that the Party reasonably believes to be, or reasonably believes to be likely to be, an infringement, misappropriation or other violation of the Licensed Intellectual Property by a Third Person; or (b) any allegations made to Licensee by a Third Party that any Intellectual Property Rights licensed hereunder are invalid, subject to cancellation, unenforceable, or is a misappropriation of any Intellectual Property Rights of a Third Party. 5.2.2 In the event that the Licensee has provided the Licensor with a notification in writing pursuant to Section 5.2.1 above, and Licensor decides not to take any action against the Third Party, Licensor may approve in writing that Licensee shall be entitled to itself take action against the Third Party at the Licensee’s own cost. If Licensor approves, it shall provide reasonable assistance to Licensee, as requested by Licensee at Licensee’s expense. If Licensor does not approve Licensee taking such action, the issue should be escalated to the Strategic Board for decision.

Suspected Infringement. 5.2.1 The Licensee shall promptly (upon becoming aware) notify the Licensor in writing of: (a) any conduct of a Third Party that the Party Licensee reasonably believes to be, or reasonably believes to be likely to be, an infringement, misappropriation or other violation of the Licensed any Intellectual Property Rights licensed to Licensee hereunder by a Third PersonParty; or (b) any allegations made to Licensee by a Third Party that any Intellectual Property Rights licensed hereunder are invalid, subject to cancellation, unenforceable, or is a misappropriation of any Intellectual Property Rights of a Third Party. 5.2.2 In the event that the Licensee has provided the Licensor with a notification in writing pursuant to Section 5.2.1 5.2.1(a) above, and Licensor decides not to take any action against the Third Party, Licensor may approve in writing that Licensee shall be entitled to itself take action against the Third Party at the Licensee’s its own cost. If Licensor approves, it shall provide reasonable assistance to Licensee, as requested by Licensee at Licensee’s expense. If Licensor does not approve to Licensee taking such action, the issue should be escalated to the Strategic Board for decision. 5.2.3 For the avoidance of doubt, Licensor has no responsibility in the event the Project Results are alleged to infringe in any Third Party’s Intellectual Property Rights and Licensor has, except for what is set out above in this Section 5.2 no obligation to defend and hold Licensee harmless from and against any alleged infringements.