Common use of Third- party IP claims Clause in Contracts

Third- party IP claims. In the event of (i) a holding in any action or proceeding enjoining Aegerion or any of its Affiliates or Sublicensees from manufacturing, using, selling, offering for sale, importing, developing or commercializing any Licensed Compounds or Licensed Products, or holding Aegerion or any such other entities liable for damages for any such activities, in each case such holding unappealable or unappealed within the time allowed for appeal, or (ii) a settlement of any action or proceeding requiring payment of damages by Aegerion or any such party, Bayer shall refund to Aegerion royalties paid with respect to all Licensed Products affected by such action or proceeding, from the time such action or proceeding is first brought, sufficient to reimburse Aegerion and all such entities for [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of all damages and costs and expenses paid or incurred by any of them with respect to such action or proceeding attributable to infringement or misappropriation of any Third Party’s patent or other intellectual property rights, provided that in no event shall Bayer be required to refund more than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of any such royalties paid by Aegerion, and provided further, in the event that such refund is not sufficient to compensate for such [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of all such damages and expenses, Aegerion shall be entitled to reduce royalties payable to Bayer by up to [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) hereunder in each subsequent calendar quarter until such time as Aegerion recovers in full such [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of all such damages and expenses.